THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contentsof this Document or the action you should take, you are recommended to seek your own financial advice immediately by consulting yourstockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Servicesand Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser in therelevant jurisdiction.

If you have sold or otherwise transferred all of your existing holding of Ordinary Shares in Intelligent Energy Holdings plc (“IntelligentEnergy”), please forward this Document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or the transfereeor to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee, except thatsuch documentation should not be sent into a jurisdiction where doing so may constitute a violation of local securities laws or regulations. Ifyou sell or have sold or otherwise transferred part only of your holding of Intelligent Energy, please consult the bank, stockbroker or other agentthrough whom the sale or transfer was effected as to the action you should take.

INTELLIGENT ENERGY HOLDINGS PLC(incorporated and registered in England and Wales with registered number 05104429)

Fundraising to raise gross proceeds of £30,000,000

Approval of a waiver of obligations under Rule 9 of the Takeover Code and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of Intelligent Energy, which is set out in Part I of this Document. This letter contains therecommendation of the Board that you vote in favour of the Resolutions to be proposed at the General Meeting. Please read the whole ofthis Document.

Notice of a General Meeting of Intelligent Energy to be held at Barber-Surgeon’s Hall, Monkwell Square, Wood Street, London EC2Y 5BL at2.00 p.m. on 9 June 2016 is set out at the end of this Document. Intelligent Energy’s Shareholders will find enclosed a Form of Proxy for use inconnection with the Resolutions to be proposed at the General Meeting. Whether or not you intend to attend the General Meeting in person, youare requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible but, in any event, soas to be received by the Company’s Registrar, Equiniti Limited, no later than 2.00 p.m. on 7 June 2016.

A summary of the action to be taken by Intelligent Energy’s Shareholders is set out in the accompanying Notice of General Meeting. The returnof the completed Form of Proxy will not prevent you from attending the General Meeting and voting in person (in substitution for your proxyvote) if you wish to do so and are so entitled.

This Document is not a prospectus but a shareholder circular and does not constitute an offer of transferable securities to the public within themeaning of section 102B of FSMA. Neither the issue of the Convertible Loan Notes nor the New Ordinary Shares will constitute an offer to thepublic requiring an approved prospectus under section 85 of FSMA. This Document does not constitute a prospectus for the purpose of theProspectus Rules of the UK Financial Conduct Authority. Accordingly, this Document has not been, and will not be, reviewed or approved bythe UK Financial Conduct Authority (in its capacity as UK Listing Authority or otherwise) pursuant to sections 85 and 87 of FSMA or theLondon Stock Exchange. This Document is being sent to Intelligent Energy’s Shareholders only in connection with the General Meeting.

Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Intelligent Energyand no one else in connection with the proposals set out in this Document and will not be responsible to anyone other than Intelligent Energy(whether or not a recipient of this Document) for providing the protections afforded to clients of Stifel nor for providing advice in relation to thematters referred to herein. No liability whatsoever is accepted by Stifel for the accuracy of any information or opinions contained in this Documentor for the omission of any material information, for which it is not responsible.

Capitalised terms have the meaning ascribed to them in the Definitions section of this Document.

None of the Convertible Loan Note Instrument, Subscription Agreement, the Form of Proxy, this Document or any other documentconnected with the Fundraising have been or will be approved or disapproved by the US Securities and Exchange Commission or by thesecurities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoingauthorities or any securities commission passed comment upon or endorsed the merits of the issue of the Convertible Loan Note Instrument,the Form of Proxy, or the accuracy or adequacy of this Document or any other document connected with the Fundraising. Any representationto the contrary is a criminal offence. The distribution of this Document and the Form of Proxy in jurisdictions other than the UK may berestricted by law and therefore persons into whose possession this Document and/or the Form of Proxy come should inform themselvesabout and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities lawsor regulations of such jurisdictions.

The New Ordinary Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any stateor other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, taken up, resold, transferred or delivered, directlyor indirectly, within, into or in the United States, or to any “U.S. person” (as such term is defined in Regulation S), except pursuant to anapplicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with thesecurities laws of any relevant state or other jurisdiction of the United States. The New Ordinary Shares are being offered and sold outside theUnited States in offshore transactions within the meaning of and in accordance with Regulation S or another applicable exemption therefrom.There will be no public offer of the New Ordinary Shares in the United States (or in any other jurisdiction).

Rule 9 of the Takeover Code

In accordance with Rule 9 of the Takeover Code, this Document together with a Form of Proxy must be and is being sent to all Shareholders,both in the UK and overseas. All Shareholders are requested to read this Document, in particular paragraph 5 of Part I of this Document whichrelates to the Rule 9 Waiver and the Takeover Code, and to either:

• complete, sign and return a Form of Proxy, by post or by hand (during normal business hours) to Equiniti Limited, Aspect House,Spencer Road, Lancing, West Sussex BN99 6DA; or

• register your vote online (the procedure for which is explained at explanatory note 17 of the Notice of General Meeting),

as soon as possible but in any event so as to be received no later than 2.00 p.m. on 7 June 2016.

Forward-looking statements

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can beidentified by the use of forward-looking terminology, including the terms such as anticipates, believes, estimates, expects, intends, may, plans,projects, should or will, or in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans,objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear ina number of places throughout this document and include, but are not limited to, statements regarding the intentions, beliefs or currentexpectations of the Company, Meditor, the Directors and the Meditor Directors concerning, among other things, the Group’s results of operations,financial position, prospects, growth, strategies and the industry in which the Group operates.

Any forward-looking statements in this document reflect the current view of the Company, Meditor, the Directors and the Meditor Directors(as the case may be) with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptionsrelating to the Group’s operations, results of operations and growth strategy. You should specifically consider factors which could cause actualresults to differ before making any decision in relation to the Fundraising. Subject to the requirements of the Listing Rules, the Disclosure andTransparency Rules and the Takeover Code, none of the Company, Meditor, the Directors, the Meditor Directors, or Stifel undertake anyobligation publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any changein the Company’s expectations or to reflect events or circumstances after the date of this document. A number of factors could cause the resultsand developments of the Group to differ materially from those expressed or implied by the forward-looking statements including, withoutlimitation, general economic and business conditions, industry trends, competition, changes in regulation, the outcome of negotiation on existingand future contracts, currency fluctuations, changes in the Group’s business strategy and political and economic uncertainty.

All forward-looking statements contained in this Document are based on information available to the Directors and the Meditor Directors at thedate of this Document, unless some other time is specified in relation to them, and the posting or receipt of this Document shall not give rise toany implication that there has been any change in the facts set forth herein since such date.

Save as expressly referred to herein, neither the contents of the Company’s website, nor any website, directly or indirectly linked to the Company’swebsite, is incorporated in, or forms part of, this Document.

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CONTENTS

INDICATIVE TIMETABLE 4

INDICATIVE FUNDRAISING STATISTICS 5

DEFINITIONS 6

PART I LETTER FROM THE CHAIRMAN OF INTELLIGENT ENERGY HOLDINGS PLC 9

PART II INFORMATION ON MEDITOR EUROPEAN MASTER FUND LIMITED 20

PART III ADDITIONAL INFORMATION 23

PART IV FINANCIAL INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE 36

NOTICE OF GENERAL MEETING 38

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INDICATIVE TIMETABLE

Announcement of the Fundraising 17 May 2016

Posting of the Circular and the Forms of Proxy 23 May 2016

Latest time and date for receipt of completed Forms of Proxy 2.00 p.m. on 7 June 2016

General Meeting 2.00 p.m. on 9 June 2016

Notes:

1. References to times in this Document are to London time (unless otherwise stated).

2. The dates and timing of the events in the above timetable and in the rest of this Document are indicative only and may be subjectto change.

3. If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through aRegulatory Information Service.

4. The Company’s SEDOL code is BNB7LQ3 and ISIN code is GB00BNB7LQ31.

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INDICATIVE FUNDRAISING STATISTICS

Gross proceeds of the Fundraising £30,000,000

Net proceeds of the Fundraising £27,200,000

Conversion Price 8.0 pence

Number of Ordinary Shares in issue 188,325,451

Number of Reinvestment Shares 14,062,500

Maximum number of Conversion Shares 375,000,000

Maximum shares of the Company in issue (assuming that all 577,387,951Reinvestment Shares and Conversion Shares are issued)

Maximum number of New Ordinary Shares as a percentage 67.4%of the Company’s share capital (assuming that all Reinvestment Shares and Conversion Shares are issued)

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DEFINITIONS

The following definitions apply throughout this Document and in the accompanying Notice of GeneralMeeting and Form of Proxy unless the context requires otherwise:

“Act” the Companies Act 2006, as amended;

“Admission” the admission of the New Ordinary Shares to the standard listingsegment of the Official List of the FCA and to trading on theLondon Stock Exchange’s main market for listed securitiesbecoming effective in accordance with the Admission andDisclosure Standards of the London Stock Exchange;

“Arrangement Fee” has the meaning given to it in paragraph 2.2 of Part I of thisDocument;

“Board” or “Directors” the directors of Intelligent Energy whose names are set out onpage 9 of this Document;

“Business Day” a day (other than a Saturday, Sunday or public holiday) on whichcommercial banks are open for general business in London,England;

“Company” or “Intelligent Energy” Intelligent Energy Holdings plc, a company incorporated inEngland and Wales with registered number 05104429;

“Convertible Loan Notes” the 13.0 per cent., secured, convertible and redeemable loan notesof £1 each, convertible into 375,000,000 New Ordinary Shares ofthe Company, repayable on 17 May 2019, with the rightsdescribed in paragraph 2.1 of Part I of this Document;

the convertible loan note instrument dated 17 May 2016, pursuantto which the Convertible Loan Notes are constituted;

“Conversion Price” 8.0 pence per New Ordinary Share;

“Conversion Shares” any New Ordinary Shares issued upon conversion of theConvertible Loan Notes;

“Directive” the Takeover Directive (2004/25/EC);

the disclosure and transparency rules made by the FCA in exerciseof its function as competent authority pursuant to Part VI ofFSMA;

“Document” or “Circular” this Shareholder circular setting out further details of theFundraising and the General Meeting;

“Equitable Charge” the charge over shares entered into between the Company and theSecurity Trustee, further details of which are set out inparagraph 5.3 of Part III of this Document;

“Existing Authorities” the authorities granted to the Directors to allot Ordinary Shares ona non-pre-emptive basis pursuant to certain of the resolutionspassed at the last annual general meeting of the Company on26 February 2016;

“FCA” the UK Financial Conduct Authority;

“Form of Proxy” the form of proxy enclosed with this Document for use byShareholders in connection with the General Meeting;

“Disclosure andTransparency Rules”

“Convertible Loan NoteInstrument”

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“FSMA” the Financial Services and Markets Act 2000 (as amended);

“Fundraising” the issue of Convertible Loan Notes;

“General Meeting” the general meeting of Intelligent Energy convened by the noticeset out in this Document to consider the Resolutions relating to theconversion rights of the Convertible Loan Notes, the Rule 9Waiver and the issue of the Reinvestment Shares, which is to beheld at 2.00 p.m. on 9 June 2016 at Barber-Surgeon’s Hall,Monkwell Square, Wood Street, London EC2Y 5BL (or anyadjournment thereof);

“Group” the Company and its existing subsidiaries and subsidiaryundertakings;

“GTL” GTL Limited;

“GTL Transaction” the transaction announced on 1 October 2015, but which has yetto be consummated, for the Group to acquire the energymanagement business of GTL Limited in India, further details ofwhich are set out in paragraph 3.2 of Part I of this Document;

“Independent Shareholders” all Shareholders with the exception of Meditor and anyShareholders that subscribe for Convertible Loan Notes prior tothe date of the General Meeting;

“IPO” the Company’s initial public offering announced via a RegulatoryInformation Service on 9 July 2014;

“Listing Rules” the listing rules made by the FCA in its capacity as the UK ListingAuthority under FSMA and contained in the UK ListingAuthority’s publication of the same name as amended from timeto time;

“MCML” Meditor Capital Management Limited;

“Meditor” Meditor European Master Fund Limited;

“Meditor Directors” the directors of Meditor whose names are set out on pages 21 and 22of this Document;

“MGL” Meditor Group Limited;

“New Ordinary Shares” the new Ordinary Shares to be issued pursuant to theReinvestment and the Fundraising;

“Notice of General Meeting” the notice calling the General Meeting, which is set out at the endof this Document;

“OEM” an original equipment manufacturer;

“Ordinary Share(s)” ordinary shares of 5 pence each in the capital of the Company;

“Panel” the Panel on Takeovers and Mergers;

“Prospectus Rules” the Prospectus Rules of the FCA made pursuant to Part VI ofFSMA;

“Regulation S” Regulation S under the Securities Act;

“Regulatory Information Service” any of the services authorised from time to time by the FCA forthe purposes of disseminating regulatory announcements;

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“Reinvestment” the proposed subscription for the Reinvestment Shares by Meditor,at a subscription price of 8 pence per Reinvestment Share;

“Reinvestment Shares” the 14,062,500 Ordinary Shares to be issued pursuant to theReinvestment;

“Resolutions” the resolutions to be proposed at the General Meeting, as set outin the Notice of General Meeting which is set out at the end ofthis Document;

“Rule 9” Rule 9 of the Takeover Code;

“Rule 9 Waiver” the waiver agreed by the Panel and to be approved by theIndependent Shareholders of the obligations that would otherwisefall upon Meditor pursuant to Rule 9 to make an offer for theentire issued share capital of the Company as a result of thepotential issue of Conversion Shares to them;

“Rule 9 Waiver Resolution” Resolution 3 to be proposed at the General Meeting, in relation tothe approval by the Independent Shareholders of the waiver of theobligation of Meditor to make an offer for the entire issued sharecapital of the Company;

“Securities Act” the US Securities Act of 1933, as amended;

“Security Trust Deed” the security trust deed, further details of which are set out inparagraph 5.3 of Part III of this Document;

“Security Trustee” The Law Debenture Trust Corporation plc;

“Shareholders” holders of Ordinary Shares;

“Stifel” Stifel Nicolaus Europe Limited of 150 Cheapside, LondonEC2V 6ET;

“Subscription Agreement” the agreement executed by the Company and Meditor dated17 May 2016, pursuant to which Meditor has subscribed for theConvertible Loan Notes and the Reinvestment Shares;

“Takeover Code” the City Code on Takeovers and Mergers issued by the Panel;

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

“UK Listing Authority” the UK Listing Authority, being the FCA acting as competentauthority for the purposes of Part V of FSMA;

“United States” or “US” the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbia;

“£” the lawful currency of the United Kingdom.

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PART I

LETTER FROM THE CHAIRMAN OF INTELLIGENT ENERGY HOLDINGS PLC(Incorporated and registered in England and Wales with registered number 05104429)

Directors: Position: Registered Office:

Paul Heiden Non-Executive Chairman Charnwood BuildingDr. Henri Winand Chief Executive Officer Holywell ParkJohn Maguire Chief Financial Officer Ashby RoadMichael Muller Senior Independent Non-Executive Director LoughboroughMartin Bloom Independent Non-Executive Director LE11 3GBDr. Caroline Brown Independent Non-Executive Director United KingdomZarir J. Cama Independent Non-Executive DirectorFlavio Guidotti Non-Executive DirectorDr. Philip Mitchell Non-Executive Director

23 May 2016

To Shareholders and, for information purposes only, to the holders of options over Ordinary Shares

Dear Shareholders,

Fundraising to raise gross proceeds of £30,000,000

Approval of a waiver of obligations under Rule 9 of the Takeover Code and

Notice of General Meeting

1. Introduction

1.1 Background to and reasons for the Fundraising

As most Shareholders will be aware, towards the end of March 2016, your Company was extremelyshort of funds. The Company failed to make the expected progress in implementing its strategicplans in 2015 and in the first quarter of 2016 and on 4 April 2016 announced via a RegulatoryInformation Service that it proposed to implement a material restructuring of its business.

Since that announcement, the Company had been exploring multiple options to secure financingto provide it with sufficient working capital to continue as a going concern. As at 30 April 2016,the Company had net consolidated cash resources of approximately £5.4 million which, at itscurrent cash burn rate and including the costs of the announced restructuring, would have providedfunding only until early June 2016.

The financial position of the Company therefore necessitated a further capital injection and theCompany sought alternative funding from a variety of sources. On 17 May 2016, the Companyannounced that it had agreed the terms of a £30.0 million gross fundraising through the issue ofConvertible Loan Notes to the Company’s largest shareholder, Meditor. Under the terms of theFundraising, the £30.0 million gross financing was irrevocably secured and Meditor permitted theCompany to seek additional qualifying investors to subscribe for up to a maximum of £14,999,999in aggregate of the Convertible Loan Notes. The time period for such subscription lasted until7.00 a.m. on 20 May 2016, during which time certain other qualifying investors agreed toparticipate in the Fundraising alongside Meditor, subscribing for £4,361,707 of the ConvertibleLoan Notes, thereby reducing Meditor’s subscription to £25,638,293.

Further to multiple discussions with potential investors, the Board believes that the funding proposalfrom Meditor, on the terms discussed in this Circular, was the only credible option which providedthe quantum of funding required (in the timescales that were available) to ensure that the Companycould continue as a going concern. The terms negotiated with Meditor, in the opinion of the Board,were the best possible in the circumstances and also reflect prevailing market conditions.

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The purpose of this Document is, amongst other things, to provide you with details of theFundraising, to explain the background to the Company’s current position, to provide details as towhy the Board considers that the Fundraising is for the benefit of the Shareholders as a whole andhow the Board intends to develop value for Shareholders.

Without the Fundraising it is likely that the Company would no longer have been a goingconcern and that the Board therefore would have had little option other than to place theCompany into administration. In which circumstances it is uncertain whether there wouldhave been any material value attributable to Shareholders.

1.2 Shareholder approvals and implications of the Resolutions not being passed

Shareholder approval for the conversion rights under the Convertible Loan Notes

The right to convert the Convertible Loan Notes into New Ordinary Shares in the Company,however, remains subject to Shareholder approval of Resolutions 1 and 2 at the General Meeting.

Subject to the passing by Shareholders of the Resolutions at the General Meeting, which is beingconvened for 2.00 p.m. on 9 June 2016, the Convertible Loan Notes shall be capable of beingconverted into Ordinary Shares in the Company at a conversion price of 8 pence per New OrdinaryShare at any time up until 17 May 2019 at the Convertible Loan Note holder’s option.

Shareholder approval for Rule 9 Waiver

On the assumption that all of the Convertible Loan Notes held by Meditor are converted, no otherConvertible Loan Note holders exercise their conversion rights and the Reinvestment Shares areissued, Meditor would hold 69.3 per cent. of the then issued share capital of the Company. Thiswould give rise to certain obligations under the Takeover Code, which are further described below.In light of such potential consequences, a Rule 9 Waiver is to be sought in relation to Meditor. Suchwaiver requires, inter alia, the passing of the Rule 9 Waiver Resolution at the General Meeting.

Implications if the Resolutions are not passed

In the event that the Resolutions are not passed by 30 June 2016, the Company will still retain the£30.0 million gross funding. However, in order to compensate for the inability to convert theConvertible Loan Notes, the principal to be repaid under the Convertible Loan Notes would increasefrom £30.0 million to £42.0 million and the interest rate would increase (with retrospective effectfrom the date of issue of the Convertible Loan Notes) from 13.0 per cent. per annum to18.2 per cent. per annum. Should Shareholder approval for the Rule 9 Waiver Resolution not beobtained by this date, but the other Resolutions be approved, then the above increases will onlyapply to the Convertible Loan Notes issued to Meditor.

There can be no guarantee that the Shareholders will pass the Resolutions. If the Resolutionsare not passed, then the Board believes that the Company would not be able to meet thislevel of increased payments and would therefore no longer be a going concern. In thiscircumstance, the Board would have little option other than to place the Company intoadministration immediately.

1.3 Dilution to existing shareholders

The Fundraising, assuming full conversion of the Convertible Loan Notes and issue of all of theReinvestment Shares, will result in dilution of 67.4 per cent. to the holdings of Shareholders notparticipating in the Fundraising. Due to the time and regulatory constraints in relation to theFundraising, the Company was not able to offer the Convertible Loan Notes more widely toits Shareholders.

1.4 Use of proceeds

The net proceeds of the Fundraising of £27.2 million will be used by the Company for generalworking capital purposes, including to cover restructuring costs (principally arising as a result ofheadcount reduction) and the ongoing cash requirements of the business, further details of which

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are set out below. The proceeds from the Fundraising will not be used for the GTL Transaction(other than in respect of the payment of certain professional fees incurred in connection with thepotential consummation of that transaction).

1.5 Revised business strategy

Following an extensive review, on 4 April 2016 the Company announced that it proposed toimplement a material restructuring of its business. The objective of the restructuring is to focus thebusiness on what the Directors believe to be, the Company’s material growth opportunities whilstsubstantially and sustainably reducing the Company’s cost base and cash burn.

The Company believes that the combination of the additional financing and a reduced costbase will mean that it has the financial capacity to continue to commercialise its technologyunder its refocused strategy.

2. Details of the Fundraising, the Convertible Loan Notes and the Subscription Agreement

2.1 Terms of the Convertible Loan Notes

Nominal value: • £30.0 million issued at par.Interest rate: • 13.0 per cent. per annum, payable quarterly in arrears on the

principal amount outstanding.Conversion Right: • Conversion price of 8 pence (such that £100 of nominal value of

the Convertible Loan Notes would result in the issuance of1,250 New Ordinary Shares), exercisable (subject to shareholderapproval of the Resolutions) at any time during the term at theConvertible Loan Note holders’ discretion.

• Conversion price to be adjusted in customary manner for anysub-divisions or consolidations of the Ordinary Shares and forother specified corporate events.

Term: • 3 years from the date of issue.Security: • Secured by way of an equitable charge over the Company’s

shares in its principal subsidiary, Intelligent Energy Limited.• The approval of a majority of holders of the Convertible Loan

Notes is required for certain actions in relation to this security. Transferability: • Freely transferable, subject to any such transfer not breaching

applicable securities laws. The Company will explore listing theConvertible Loan Notes on an exchange such as the ChannelIslands Securities Exchange.

• Should shareholder approval for the conversion rights under theConvertible Loan Notes not be secured by 30 June 2016, thenominal value of all of the Convertible Loan Notes will increaseto £42.0 million and the interest rate will increase to18.2 per cent. per annum.

• Should Shareholder approval for the Rule 9 Waiver Resolutionnot be obtained, then the above increases will only apply to theConvertible Loan Notes issued to Meditor.

Further details of the Convertible Loan Note Instrument are set out at paragraph 5.3 of Part III ofthis Document.

2.2 Arrangement Fee and Reinvestment Shares

For leading the Fundraising, Meditor received an arrangement fee of £2,250,000 (in cash) immediatelyfollowing the execution of the Subscription Agreement (the “Arrangement Fee”). In order for theCompany to secure the Fundraising, the Arrangement Fee was agreed to as these were the only termson which Meditor was willing to provide financing. Without the Fundraising it is likely that theCompany would no longer have been a going concern and that the Board therefore would have hadlittle option other than to place the Company into administration. In such circumstances, it is uncertainwhether there would have been any material value attributable to Shareholders.

Increased repaymentobligations in certaincircumstances

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Subject to Shareholder approval of the Resolutions, Meditor has agreed to reinvest £1,125,000 ofthe Arrangement Fee by way of a subscription for 14,062,500 New Ordinary Shares at asubscription price of 8.0 pence per New Ordinary Share (being the “Reinvestment Shares”).

The Reinvestment Shares will rank pari passu in all respects with the existing Ordinary Shares.Following the allotment and issuance of the Reinvestment Shares (and prior to any conversion ofthe Convertible Loan Notes), Meditor would hold 20.75 per cent. of the Company’s share capital.Application will be made for the Admission of the Reinvestment Shares, at the appropriate time.

2.3 Terms of the Subscription Agreement

Pursuant to the terms of the Subscription Agreement, Meditor has subscribed for £25,638,293 ofthe Convertible Loan Notes. Following the announcement on 17 May 2016 (and in accordancewith the terms of the Subscription Agreement) other qualifying investors were procured and havesubscribed for £4,361,707 Convertible Loan Notes. Amongst others, such additional subscribersinclude, Evolution Placements Corporation (who have subscribed for £2,050,000 Convertible LoanNotes) and Royalton Percy LLC (who have subscribed for £526,707 Convertible Loan Notes).

Therefore, a total of £30,000,000 of Convertible Loan Notes have been subscribed for.

On the assumption that all of the Convertible Loan Notes held by Meditor are converted, no otherConvertible Loan Note Holders exercise their conversion rights and the Reinvestment Shares areissued, Meditor would hold 69.3 per cent. of the then issued share capital of the Company.

Further details of the Subscription Agreement are set out at paragraph 5.3 of Part III ofthis Document.

2.4 Terms of the Equitable Charge

The security for the Convertible Loan Notes comprises a first fixed charge over the shares held bythe Company in Intelligent Energy Limited, granted in favour of the Security Trustee, acting onbehalf of all of the holders of Convertible Loan Notes.

Further details of the Equitable Charge are set out at paragraph 5.3 of Part III of this Document.

3. Current Trading for Intelligent Energy and Prospects for the Group

3.1 Overview

Following an extensive review, on 4 April 2016 the Company announced that it proposed toimplement a material restructuring of its business. The objective of the restructuring is to focus thebusiness on, what the Directors believe to be, the Company’s material growth opportunities whilstsubstantially and sustainably reducing the Company’s cost base and cash burn.

Following the restructuring, the Company will focus its activities on its Air Cooled (“AC”)technology, as the Directors believe that it is more mature and less costly to commercialise and isapplicable to a wider range of applications than the Company’s Evaporatively Cooled (“EC”)technology. The Directors also believe that the markets currently addressed by the AC technologyplatform require less enabling infrastructure to be deployed and that the AC technology is muchcloser to commercial traction and market deployment than the EC technology.

Consistent with this strategy, the proposals include the simplification of the Company’sorganisational structure, the reduction of the number of jobs across several locations in which theCompany operates and the closure of some office locations.

3.2 Target markets – a number of near term opportunities and a continuing focus on DP&G

The Company’s AC technology platform, with a power range from sub 1W to 20kW, is targetedtowards small to medium-sized applications to power a range of off-grid devices where the cost ofpower is typically high. These include small embedded devices, medium sized auxiliary powerunits and range extenders (targeted at end markets including drones and motive applications) witha particular emphasis on Distributed Power and Generation (“DP&G”) systems.

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Over recent years, the Company has actively pursued the introduction of its AC technology intothe distributed power sector in emerging markets where the lack of reliable power can be arestriction on economic growth. The Company currently has a small number of pilot hydrogen fuelcell systems in the field which provide primary and back-up power for a number of mobile telecomtowers in India, with nearly 19MWh of clean electricity generated to date. Diesel generators arecurrently the main power source for distributed power in this area but are costly to run and emithigh levels of CO

2, NO

xand harmful particulate emissions. In contrast, hydrogen fuel cells are

expected to be more efficient, more economical to use at scale, produce no harmful emissions andemit little noise.

In particular, the Company has focused on working towards a business plan to supply power to thegrowing telecommunications market in India. The first stage of this is a contract which commencedin late August 2014 to provide, on an interim basis, certain power management services to mobiletelecom towers in India (initially for 10,000 towers and, from April 2015, for over 26,000 towers).

On 30 September 2015, the Company announced, but has yet to complete, a transaction to acquirethe energy management business of GTL in India (the “GTL Transaction”). The GTL Transactionremains conditional on securing funding as the proceeds of the Fundraising will be retained for theCompany’s own working capital purposes. The Company continues in its discussions to secureseparate financing for the consummation of the GTL Transaction. The initial deadline for satisfyingconditions for the GTL Transaction (including securing funding) has passed but the Companyremains in discussions with GTL and as at the date of this Document, the Company has not receivedformal notice of termination of the GTL Transaction. The Company has appointed Hannam &Partners (Advisory) LLP to advise on and explore funding options for the GTL Transaction. Thereis, however, no guarantee that the GTL Transaction will be completed, either in its previouslyenvisaged form or at all.

In the meantime, operational costs will be incurred separately in respect of the current Indian-based activities of the Company.

In parallel with a new focus on the AC technology platform, the Company plans to review thescope of some existing and target contracts to ensure that they individually (and collectively) alignwith the Company’s revised commercial strategy.

3.3 Product development – sequential market approach, standardised AC products

The Company is to focus on short to medium term product development, which will mean amaterial reduction in efforts targeted at longer term opportunities. In addition, as part of the revisedapproach, the Company will no longer parallel track multiple technology developments (as it hasdone in the past) unless there are compelling and fully funded reasons to do so. The focus on ashared AC platform for targeted applications offers the prospect of reducing manpower and capitalrequirements, whilst preserving the ability to develop a number of new market opportunities.

The Company will also restrict the development of highly customised products which can beexpensive to develop. The Company will instead focus activities on a series of standardised productsbased on its core AC technology.

Given its funding requirements, the Company is considering strategic options for its investment inits 50/50 joint venture with Hydro Industries Limited which was set up to provide water purificationin India. Further details of this investment are described in paragraph 5.3 of Part III of this Document.

3.4 Internal organisation – resized for new strategy, efficiency and reduction of cash burn

As part of the proposed restructuring, and to align the business with the revised strategy, a numberof organisational changes will be made across the Company. These include the simplification ofthe organisational structure, a reduction of approximately 200 jobs across several locations (mainlyin the UK) and the closure of certain of the Company’s offices.

To simplify the way the Company operates, it is proposed that the current divisional structure(which is built around customer segments) will be replaced by an organisation built around corefunctional/skills groups. Broadly, whenever possible, the reshaped technology and product

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engineering team is expected to be more focused on customer funded programmes. The reshapedsales and marketing/commercial teams are expected to focus on winning nearer-term, scalable andprofitable business. The business support functions including operations, finance, HR and theexecutive management team will be re-shaped and resized to align with the new organisation.

The Board believes that this new organisational structure will be operationally efficient and shouldresult in a rapid and significant decrease in cash burn with monthly operating expenditure targetedto reduce substantially by the end of the calendar year, which is anticipated to be in line with theproportionate headcount reduction.

3.5 Production ramp up under licence – commonality of components, building on experience

The AC technology benefits from a relatively small and simple set of components surrounding thecore fuel cell stack (the ‘balance of plant’) and also shares several common components withexisting products in some well-established industries. This has benefits in terms of productreliability and, as volumes increase, cost reduction.

In addition, the AC technology has benefited already from historical ramp-up and de-risking ofproduction related activities carried out by the Company and its partners since early 2012. Initially,this was through the transplantation of the Company’s AC manufacturing technology into its jointventure with Suzuki and, more recently, through the enablement of a contract manufacturer for thevolume manufacturing of handheld charger products for their sale in UK Apple Stores. TheCompany believes that these relatively recent activities have materially reduced future productionand ramp-up related risks for the further development of a standardised platform of products basedon its AC technology and to get them to a stage whereby they can be manufactured at scale bythird party organisations (as the Company has demonstrated through its transferring of fuel celltechnology to other organisations for them to manufacture the Company’s systems).

3.6 EC technology – development “on hold” until scalable and profitable opportunities arise

The Company has been developing EC power systems targeted towards, what is still expected to be,a large end market for automotive fuel cells. The Company’s demonstration of power densities atstack level creates certain cost efficiencies, as higher power densities can mean lower overall systemcosts as volumes increase. In addition, with the right degree of cost reduction and technologymaturity, the Company believes that its EC technology is also applicable to higher power DP&Gapplications, which would complement the Company’s lower power AC technology offering.

When compared with the AC technology however, the Company believes that its EC technology isresource intensive and requires substantially more effort to integrate into products. It will alsorequire further substantial investment to bring it to the same degree of maturity as the Company’sAC technology. Furthermore, higher power fuel cell systems are typically used as the main powersupply (‘the engine’) for vehicles. As a result, car OEMs require a bespoke approach to ECdevelopment, driven by the performance and cost specification of their specific vehicles, whichresults in expensive and manpower intensive development programs.

Accordingly, the Company believes that the development of its EC technology will progress in linewith cost reductions driven by increases in overall OEM fuel cell vehicle volumes. Such volumesare expected to grow with increased deployment of vehicle refuelling infrastructure. This meanshowever, that the growth in fuel cell vehicle volumes, and, therefore, deployment of the Company’sEC technology, is likely to be slower than in the markets addressed by the Company’s ACtechnology platform (where infrastructure needs are materially lower).

As a result of these factors, the Company has decided that it will retain its core intellectual property,know-how and expertise relating to its EC technologies but will stop the development of thisplatform until more scalable and profitable opportunities arise.

3.7 Review of the carrying value of assets in the light of the restructuring

As a result of (i) the Company’s current position, (ii) its planned and ongoing restructuring and(iii) the refocusing of its activities, a review of balance sheet carrying values of assets is beingcarried out that will result in a material reduction in asset carrying values.

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4. Meditor’s Intentions

Meditor has confirmed to the Company that, should it elect to receive its Conversion Shares at the earliestpossible opportunity, such that it secured effective control of the Company, Meditor’s intention would beto run the Company as it is currently operated.

5. The City Code on Takeovers and Mergers

Meditor’s participation in the Fundraising gives rise to certain considerations and consequences under theTakeover Code. The purpose of the Takeover Code is to supervise and regulate takeovers and other mattersto which it relates. On the basis that the Company’s registered office is in the United Kingdom, and itsShares are admitted to trading on a regulated market in the United Kingdom, it is a company to whichthe Takeover Code applies and as such its Shareholders are therefore entitled to the protections affordedby the Takeover Code. Brief details of the Panel and the Takeover Code and the protections it affords toShareholders are described below.

The Takeover Code is issued and enforced by the Panel. The Panel has been designated as the supervisoryauthority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive. Itsstatutory functions are set out in and under Chapter 1 of Part 28 of the Act.

Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined under the TakeoverCode) in shares which, taken together with shares in which he is already interested and in which personsacting in concert with him are interested, carry 30.0 per cent. or more of the voting rights of a company,is normally required by the Panel to make a general offer in cash to the shareholders of that company toacquire the balance of the shares not held by such person or group of persons acting in concert at not lessthan the highest price paid by him or any persons acting in concert with him for any such shares withinthe 12 months prior to the announcement of the offer.

In addition, Rule 9 provides that when any person, together with any persons acting in concert with him,is interested in shares which in aggregate carry 30.0 per cent. or more of the voting rights of a company,but does not hold shares carrying more than 50.0 per cent. of such voting rights, and such person, or anysuch person acting in concert with him, acquires an interest in any other shares which increases thepercentage of shares carrying voting rights, that person, together with any persons acting in concert withhim, is normally required by the Panel to make a general offer in cash to the shareholders of that companyto acquire the balance of the shares not held by such person or group of persons acting in concert at notless than the highest price paid by him or any persons acting in concert with him for any such shareswithin the 12 months prior to the announcement of the offer.

For the purposes of the Takeover Code, a concert party arises where persons acting in concert pursuantto an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate controlof a company or to frustrate the successful outcome of an offer for a company. Control means an interest,or interests, in shares carrying in aggregate 30.0 per cent. or more of the voting rights of the company,irrespective of whether such interest or interests give de facto control.

In the event that all the Reinvestment Shares are issued and that Meditor chooses to convert its ConvertibleLoan Notes in full, the interest of Meditor in the voting rights of the Company will increase to above30 per cent. (assuming there is no further alteration to the share capital of the Company) and thereforeMeditor would normally be obliged to make a general offer, pursuant to Rule 9 of the Takeover Code, toall other Shareholders to acquire their Ordinary Shares. In this instance, the Panel has however agreed towaive the obligation to make a general offer that would otherwise arise as a result of Meditor subscribingfor Conversion Shares subject to the approval of the Independent Shareholders on a poll at the GeneralMeeting which will be sought pursuant to Resolution 3. To be passed, this Resolution will require theapproval of a simple majority of votes cast on that poll. Only Independent Shareholders will be entitledto vote on this Resolution.

The Takeover Code requires the Directors to obtain competent independent advice regarding the meritsof the transaction which is the subject of the Rule 9 Waiver Resolution, the controlling position which itwill create and the effect it will have on the Shareholders generally. Accordingly, Stifel has been appointedas the Company’s independent financial adviser for the purposes of the Rule 9 Waiver.

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Shareholders should note that should the Resolutions be passed and were Meditor to subscribe forsufficient Conversion Shares such that its holding in the Company would exceed 50.0 per cent ofthe then issued voting rights, Meditor would, for so long as it continues to hold more than50.0 per cent. of such voting rights, be able to acquire further Ordinary Shares and accordinglyincrease its aggregate interest in the Company’s voting rights without incurring an obligation tomake a general offer for the Company under Rule 9 of the Takeover Code. In the event that theResolutions are passed, Meditor will not be restricted from making an offer for the Company.

For the avoidance of doubt, this waiver applies only in respect of increases in shareholdings of Meditorresulting from the conversion of the Convertible Loan Note and the subscription for the ReinvestmentShares and not in respect of other increases in its holdings.

Meditor has not taken part in any decision of the Board relating to the proposal to seek a waiver of Rule 9from the Panel.

6. Financial Information

The published audited accounts of the Group for the last two financial years ended on 30 September2014 and 30 September 2015 are available from the Company’s website www.intelligent-energy.com.

7. General Meeting

Set out at the end of this Document is a notice convening the General Meeting. A Form of Proxy for useby Shareholders in connection with the General Meeting is also enclosed with this Document.

The Resolutions to be proposed at the General Meeting are, in summary, as follows:

• Resolution 1 is to authorise the Directors, pursuant to section 551 of the Act, to grant rights tosubscribe for or to convert any security into Ordinary Shares up to and including an aggregatenominal amount of £18,750,000 (equal to 375,000,000 Ordinary Shares) by way of the issue of theConvertible Loan Notes.

• Resolution 2 is to dis-apply the pre-emption rights conferred by the Act in respect of the issue ofthe Convertible Loan Notes to the subscribers for the Convertible Loan Notes.

• Resolution 3 is to approve the waiver to be granted by the Panel, on the terms described inparagraph 5 of Part I of this Document, of any requirement on Meditor to make a general offer tothe shareholders of the Company in accordance with Rule 9 of the Takeover Code.

• Resolution 4 is to authorise the Directors, pursuant to section 551 of the Act, to allot theReinvestment Shares to Meditor.

• Resolution 5 is to dis-apply the pre-emption rights conferred by the Act in respect of the allotmentof the Reinvestment Shares to Meditor pursuant to the authority granted by Resolution 4.

The authorities set out in Resolutions 1, 2, 4 and 5 are in addition to the Existing Authorities conferred onthe Directors by Shareholders at the annual general meeting of the Company held on 26 February 2016.

Resolutions 1, 3 and 4 are ordinary resolutions and require a simple majority of those voting to vote infavour of those Resolutions. Resolutions 2 and 5 are special resolutions and will require not less than75 per cent. of those voting in person or on a poll by proxy to vote in favour of those Resolutions.

As described above, only Independent Shareholders are permitted to vote on Resolution 3. In accordancewith the requirements of the Panel, voting on Resolution 3 will be conducted by way of poll.

In addition, as required by the Act when proposing a special resolution to disapply pre-emption rights,the Directors hereby confirm that:

• the amount to be paid to the Company in respect of the Ordinary Shares to be allotted pursuant to:

• the Fundraising is £30,000,000 (before expenses); and

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• the Reinvestment is £1,125,000;

• the maximum number of New Ordinary Shares to be issued pursuant to the Fundraising is375,000,000 as well as a further 14,062,500 New Ordinary Shares in relation to the Reinvestment;

• the reasons for making the recommendation and justification of the amount are as set out above andin the rest of this Document.

8. Action to be Taken in Respect of the General Meeting

8.1 General Meeting

Whether or not you propose to attend the General Meeting in person, you are requested to completethe Form of Proxy in accordance with the instructions printed on it and to return it to the Company’sregistrar Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by postor by hand (during normal business hours only), as soon as possible and in any event so as to arriveno later than 2.00 p.m. on 7 June 2016. Completion and return of the Form of Proxy will notpreclude you from attending the General Meeting and voting in person should you so wish.

If you hold your shares in the Company in uncertificated form (that is, in CREST) you may voteusing the CREST Proxy Voting service in accordance with the procedures set out in the CRESTManual (please also refer to the accompanying notes to the Notice of General Meeting set out atthe end of this document). Proxies submitted via CREST must be received by the Company’s agent(ID RA19) by no later than 2.00 p.m. on 7 June 2016 (or, in the case of an adjournment, not laterthan 48 hours before the time fixed for the holding of the adjourned meeting). This will enableyour vote to be counted at the General Meeting in the event of your absence. The use of the CRESTProxy Voting service will not prevent you from attending and voting at the General Meeting, or anyadjournment thereof, in person should you wish to do so.

If the Resolutions are not passed, the Board believes that the Company would not be able tomeet the level of increased payments and would therefore no longer be a going concern. In thiscircumstance, the Board would have little option other than to place the Company intoadministration immediately.

The Directors believe that Meditor’s continued support of the Company and the commitmentby Meditor to invest by way of the Convertible Loan Notes and the Reinvestment is necessaryto ensure the future of the Company. Without the Fundraising it is likely that the Companywould no longer have been a going concern and that the Board therefore would have had littleoption other than to place the Company into administration. In such circumstances it isuncertain whether there would have been any material value attributable to Shareholders.

9. Irrevocable Undertakings

Irrevocable undertakings have been entered into between the Company and each of Meditor, GIC PrivateLimited and Evolution Placements Corporation pursuant to which each of such Shareholders has agreed,inter alia, to vote in favour of the Resolutions in respect of the Ordinary Shares held by them. Only theIndependent Shareholders can vote on Resolution 3, being the Rule 9 Waiver Resolution. Given this, theirrevocable undertakings represent, in aggregate, the following:

• in relation to Resolutions 1, 2, 4 and 5, the irrevocable undertakings represent 37.8 per cent. of theOrdinary Shares as at the close of the last Business Day immediately preceding the date of thisCircular; and

• in relation to Resolution 3, the irrevocable undertakings represent 17.1 per cent. of those OrdinaryShares as at the close of the last Business Day immediately preceding the date of this Circular,which are capable of being voted on the independent vote required under the whitewash proceduresof the Takeover Code.

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10. Intentions of the Directors in Relation to the Fundraising

The Directors are not participating in the Fundraising. The Directors’ shareholdings in the Company areas follows:

Percentage ofthe Company’s

share capital (assuming that

all the Number of Reinvestment

Ordinary Shares Shares and allbeneficially Conversion Shares

Directors: held at present are issued)

Paul Heiden Non-Executive Chairman 40,000 0.01%Dr. Henri Winand Chief Executive Officer

and Executive Director 370,903 0.06%John Maguire Chief Financial Officer 21,574 0.00%Michael Muller Senior Independent

Non-Executive Director — —Martin Bloom Independent Non-Executive Director — —Dr. Caroline Brown Independent Non-Executive Director — —Zarir J. Cama Independent Non-Executive Director 20,000 0.00%Flavio Guidotti Non-Executive Director 21,590,0961 3.74%Dr. Philip Mitchell Non-Executive Director 1,245,834 0.22%

The Directors intend to vote in favour of the Resolutions to be proposed at the General Meeting in respectof their own legal and beneficial holdings, amounting to 1,898,311 Ordinary Shares (representingapproximately 1.0 per cent. of the Company’s existing issued ordinary share capital as at 20 May 2016(being the last practicable date prior to the publication of this document)).

11. Directors’ Recommendation and Importance of the Vote

The Directors, who have been so advised by Stifel, believe that the Fundraising, the Rule 9 Waiver andthe Resolutions are fair and reasonable as far as the Shareholders are concerned and are in the bestinterests of the Company and the Shareholders as a whole. In providing such advice to the Board, Stifelhas taken into account the Directors’ commercial assessments.

In making its recommendation, the Board has taken into account various factors including the following:

• the precarious financial position in which the Company finds itself;

• the need to secure sizeable funding quickly in order to stabilise the Company and to seek to preservevalue;

• the lack of credible alternative financing solutions of sufficient quantum that the Board believe werecapable of being secured on acceptable timescales; and

• the level of support for the Resolutions provided by Shareholders.

While the Fundraising is not conditional upon the passing of the Resolutions, Shareholders shouldbe aware that, if the Resolutions are not approved at the General Meeting by the Shareholders orthe Independent Shareholders (as applicable), the additional interest and repayment obligationsunder the Convertible Loan Notes would be triggered.

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1 The Ordinary Shares in which Flavio Guidotti is interested are comprised of 21,390,096 Ordinary Shares held by Evolution PlacementsCorporation (Flavio Guidotti is an investment and business adviser to the shareholders of Evolution Placements Corporation) and200,000 Ordinary Shares held by Prismoy International S.A. (a company of which Flavio Guidotti is the beneficial owner).

If the Resolutions are not passed, the Board believes that the Company would not be able to meetthe level of increased payments and would therefore no longer be a going concern. In thesecircumstances, the Board would have little option other than to place the Company intoadministration immediately.

Accordingly, the Directors unanimously recommend that:

• Shareholders vote in favour of Resolutions 1, 2, 4 and 5 to be proposed at the General Meeting; and

• the Independent Shareholders vote in favour of Resolution 3 to be proposed at the General Meeting,

as they intend to do so in respect of their own holdings of Ordinary Shares.

Copies of this Document will be available for inspection free of charge at the registered office of theCompany and at the offices of Pinsent Masons LLP (at 30 Crown Place, Earl Street, London EC2A 4ES)during normal business hours on any Business Day from the date of this Document up to and includingthe date of the General Meeting.

Yours faithfully,

Paul HeidenNon-Executive Chairman

23 May 2016

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PART II

INFORMATION ON MEDITOR EUROPEAN MASTER FUND LIMITED

The information set out in this Part II which relates to Meditor has been accurately reproduced frominformation provided by Meditor.

1. Information on Meditor

Meditor was incorporated in 1998 in Bermuda as an open-ended mutual fund investment company. Itis managed by MGL. Meditor’s registered address is Penboss Building, 50 Parliament Street, HamiltonHM 12, Bermuda.

Meditor’s investment objective is to maximise the total investment return on a long term basis whileavoiding excessive risk. Meditor invests principally in equity markets of developed countries, mainlythrough direct equity holdings, exchange traded funds (ETFs) and futures. It maintains a highlyconcentrated portfolio, mainly of listed or otherwise readily tradable positions. Meditor typically takeslong term positions but retains flexibility to trade them as circumstances develop in relation to theportfolio, markets, economic background and the investments themselves. The investment in theConvertible Loan Notes has substantially increased Meditor’s exposure to the Company, making theCompany one of the largest positions in Meditor’s portfolio representing the equivalent of 7.0 per cent.of Meditor’s unaudited net asset value at 31 December 2015 (6.3 per cent. of which is attributed to theConvertible Loan Notes subscribed for by Meditor).

A restructuring of Meditor in late 2013 involved the closure of the feeder funds for Meditor and returnof capital to all their external investors. As a result MGL became the sole shareholder of Meditor.

The directors of Meditor are Brian F. Desmond, Talal D. Shakerchi, Edith G. Conyers and Peter Gracey.Information on these individuals is provided below.

MGL was established in Bermuda in 1998 as an independent fund management company to manage bothhedge fund and traditional assets. MGL has delegated the provision of investment management servicesto its UK subsidiary, MCML. MCML is an investment advisory company based in the UK which has apolicy of passing substantially all its profits to charitable causes. MGL is owned by the Nineveh Trust, aBermuda trust established in 2002. The trustee is Codan Trust Company Limited, a Bermuda companyestablished in 1985 by the international law firm of Conyers Dill & Pearman to provide trustee and trustadministration services. Talal D. Shakerchi is the settlor and principal beneficiary of the Nineveh Trust.

The directors of MGL are Brian F. Desmond, Edith G. Conyers, Peter Gracey and James M. Keyes.Information on these individuals is provided below.

2. Meditor’s Intentions Regarding Intelligent Energy’s Business

Meditor has confirmed to the Company that, should it elect to receive its Conversion Shares at the earliestpossible opportunity, such that it secured effective control of the Company, Meditor’s intention would beto run the Company as it is currently operated.

Meditor’s investment manager believes that Intelligent Energy has positive long term business prospectsbased on the strength of its proton exchange membrane fuel cell technology across a range of applications.However, in order for Intelligent Energy to continue operations and maximise its future potential, furtherinvestment is required. Meditor believes such investment will enable Intelligent Energy to reorganise asnecessary, prioritise strategic development and continue its path towards commercialisation of itssubstantial technology and intellectual property portfolio.

For the purpose of Rule 24.2(b) of the Takeover Code, Meditor has no intention of making changes to:

• the continued employment of employees and management of Intelligent Energy and its subsidiaries,including any material change in conditions of employment;

• the current strategic plans for Intelligent Energy which would have repercussions on employmentand the locations of Intelligent Energy’s places of business;

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• employer contributions into Intelligent Energy’s pension schemes, the accrual of benefits forexisting members, and the admission of new members;

• the deployment of Intelligent Energy’s fixed assets; and

• the maintenance of any existing trading facilities for the relevant securities of Intelligent Energy.

3. Officers

The directors of Meditor and, where stated, MGL, are as follows:

Edith G. Conyers is a director of Meditor and MGL. Edith (“Ede”) is one of the principal founders, adirector and Chief Executive Officer of IKONIC Fund Services Ltd, a fund administration company,established and licensed in Bermuda in 2007 which offers administration outsourcing solutions to a widerange of global investment managers and funds including MGL and Meditor. Until May 2007, Ede wasGeneral Manager of Citigroup Fund Services (Bermuda) Ltd. (formerly Forum Fund Services Ltd.) andwas an integral part of establishing that company in September 1997 with assets under administrationgrowing to approximately $30 billion. Prior to setting up Citigroup Bermuda, Ede held the position ofGeneral Manager of International Corporate Management of Bermuda Limited, a wholly-ownedsubsidiary of Bermuda Commercial Bank Limited, specializing in offshore fund administration andexempt company management. Ede has over thirty years of banking and offshore fund administration andcompany management experience. Prior to moving to Bermuda, Ede was a lending officer in the EnergiesDivision of Chemical Bank, New York. She graduated with a BA from Trinity College in Hartford,Connecticut. Ede is a director of a number of offshore funds and companies, a director of The Associationof Bermuda International Companies and a member of the Bermuda Business Development Agency.

Brian F. Desmond is a director of Meditor and MGL. Brian is one of the principal founders, a director, ChiefOperating Officer (“COO”) and Chief Financial Officer of IKONIC Fund Services Ltd. As COO, Brian isresponsible for product development, core technologies, company infrastructure and overall operationsstrategy related to growing the company including assisting with business development. As Chief FinancialOfficer, Brian is responsible for the financial management of IKONIC and its subsidiaries. Brian has over17 years of fund industry experience having previously worked at Citigroup Fund Services as BermudaCountry Head and also as Senior Vice President, Head of Operations. Prior to joining Citigroup, Brian, aChartered Accountant, worked as an audit senior in the investment group of Ernst & Young.

Peter Gracey is a director of Meditor and MGL. Peter has over 15 years of operational experience,including 12 years in the alternative investment industry. He started his career in 2000 at Deloitte &Touche, Glasgow. After qualifying as a Chartered Accountant in 2003 he joined KPMG, Bermuda, withintheir Alternative Investment and Banking Team. In 2005, Peter joined Citigroup Fund Services, Bermuda,where he was responsible for the preparation and review of monthly net asset value calculations for avariety of hedge fund structures as well as preparation of year-end financial statements. In 2007, hejoined MGL as executive Director responsible for all the operational functions of the company includingoversight of the managed hedge funds. He joined New Ocean Capital Management, a Bermuda basedasset manager focused on the reinsurance market, in August 2014 as Chief Accounting Officer. Peterholds a Joint Honours Bachelor of Arts degree in Accountancy and Economics from the University ofGlasgow, Scotland. He is qualified as a Chartered Accountant and is a CIPM certificate holder throughthe CFA Institute.

James M. Keyes is a director of MGL. James attended Oxford University in England as a Rhodes Scholarand graduated with a degree in Politics, Philosophy and Economics (M.A. with Honours) in 1985. He wasadmitted as a Solicitor in England & Wales in 1991 and as an attorney to the Bermuda Bar in 1993. Hewas a Managing Director of Renaissance Capital, an emerging markets investment bank, from 2008 until2012. Prior to that, he was a partner of law firm Appleby for eleven years. He joined Appleby in 1993and was team leader of the Funds & Investment Services Team. Before Appleby, he was employed in theCorporate Department of international law firm Freshfields Bruckhaus Deringer and worked in theirLondon, New York and Hong Kong offices. James acts as a non-executive director of a number of fundsand companies. He became a Notary Public in 1998.

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Talal D. Shakerchi is a director of Meditor and MCML. He is also the settlor and principal beneficiaryof the Nineveh Trust. Talal has worked in the investment industry since 1986, when he joined the BritishPetroleum pension fund as a UK equities analyst. From 1991 until 1998 Talal was the portfolio managerresponsible for European equities at Old Mutual Asset Managers. He left that organisation in 1998 withthree colleagues to establish MGL and MCML and became Chief Executive Officer and Chief InvestmentOfficer of MCML. His role at MCML includes managing Meditor’s portfolio of investments. He is alsoactively involved in the work of the charitable trust established by MCML. Talal holds a degree inComputing and Information Systems from the University of Manchester.

4. Financial Information on Meditor

Meditor has not produced audited accounts for periods ending after 31 December 2013. Its last financialyear ended on 31 December 2015. On an unaudited basis the net asset value at 31 December 2015 wasEuro 556,599,350, an increase of 9.1 per cent. compared to the net asset value as at 31 December 2014.The investment in the Company is being financed through Meditor’s existing net cash reserves, whichwere approximately Euro 227.5 million as at 31 December 2015 (on an unaudited basis).

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PART III

ADDITIONAL INFORMATION

1. Responsibility of the Company and the Directors

The Directors, whose names are set out on page 9 of this Document, accept responsibility for all theinformation contained in this Document (other than the information for which responsibility is acceptedpursuant to paragraph 2 of this Part III). To the best of the knowledge and belief of the Company and theDirectors (who have taken all reasonable care to ensure that such is the case), the information containedin this Document is in accordance with the facts and does not omit anything likely to affect the importof such information.

2. Responsibility of Meditor

Meditor and the Meditor Directors accept responsibility for the information contained in this Documentrelating to Meditor. To the best of their knowledge and belief, having taken all reasonable care to ensurethat such is the case, the information contained in this Document for which they are responsible is inaccordance with the facts and does not omit anything likely to affect the import of such information.

3. Disclosure of Interests and Dealings in shares

3.1 Definitions

For the purposes of this Part III

3.1.1 “acting in concert” has the meaning attributed to it in the Takeover Code;

3.1.2 “arrangement” includes any indemnity or option arrangements, and any agreement orunderstanding, formal or informal, of whatever nature, relating to relevant securities whichmay be an inducement to deal or refrain from dealing;

3.1.3 “associate” of any company means:

(a) its parent, subsidiaries and fellow subsidiaries, their associated companies, and

(b) companies of which any such parent, subsidiaries, fellow subsidiaries or associatedcompanies are associated companies (for this purpose, ownership or control of20 per cent. or more of the equity share capital of a company is regarded as the test of“associated company” status);

(c) its connected advisers and persons controlling, controlled by or under the same controlas such connected advisers; and

(d) its directors and the directors of any company covered in (a) above (together in eachcase with their close relatives and related trusts);

3.1.4 “connected adviser” has the meaning attributed to it in the Takeover Code;

3.1.5 “connected person” has the meaning attributed to it in section 252 of the Act;

3.1.6 “control” means an interest or interests in shares carrying in aggregate 30 per cent. or moreof the voting rights of a company, irrespective of whether such interest or interests givede facto control;

3.1.7 “dealing” or “dealt” includes the following:

(a) the acquisition or disposal of relevant securities, of the right (whether conditional orabsolute) to exercise or direct the exercise of voting rights attached to relevantsecurities, or of general control of relevant securities;

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(b) the taking, granting, acquisition, disposal, entering into, closing out, termination,exercise (by either party) or variation of an option (including a traded option contract)in respect of any relevant securities;

(c) subscribing or agreeing to subscribe for relevant securities;

(d) the exercise or conversion of any relevant securities carrying conversion orsubscription rights (whether in respect of new or existing securities);

(e) the acquisition of, disposal of, entering into, closing out, exercise (by either party) ofany rights under, or variation of, a derivative referenced, directly or indirectly, torelevant securities;

(f) entering into, terminating or varying the terms of any agreement to purchase or sellrelevant securities; and

(g) any other action resulting, or which may result, in an increase or decrease in thenumber of relevant securities in which a person is interested or in respect of which hehas a short position;

3.1.8 “derivative” includes any financial product whose value in whole or in part is determineddirectly or indirectly by reference to the price of an underlying security;

3.1.9 “disclosure date” means 20 May 2016, being the latest practicable date prior to the postingof this Document;

3.1.10 “disclosure period” means the period commencing on 20 May 2015, being the date 12months prior to the date of the posting of this Document and ending on the disclosure date;

3.1.11 “exempt principal trader” or “exempt fund manager” has the meaning attributed to it inthe Takeover Code;

3.1.12 being “interested” in relevant securities includes where a person:

(a) owns relevant securities;

(b) has a right (whether conditional or absolute) to exercise or direct the exercise of thevoting rights attaching to relevant securities or has general control of them;

(c) by virtue of any agreement to purchase, option or derivative, has the right or option toacquire relevant securities or call for their delivery or is under an obligation to takedelivery of them, whether the right, option or obligation is conditional or absolute andwhether it is in the money or otherwise; or

(d) is party to any derivative whose value is determined by reference to their price andwhich results, or may result, in his having a long position in them;

3.1.13“relevant Meditor securities” means shares in Meditor or any securities convertible into,or exchangeable for, rights to subscribe for and options (including traded options) in respectof, and derivatives referenced to, any Meditor shares;

3.1.14“relevant Intelligent Energy securities” means Ordinary Shares, or any securitiesconvertible into, or exchangeable for, rights to subscribe for and options (including tradedoptions) in respect of, and derivatives referenced to, any Ordinary Shares;

3.1.15“relevant securities” means relevant Meditor securities or relevant Intelligent Energysecurities; and

3.1.16“short position” means any short position (whether conditional or absolute and whether inthe money or otherwise) including any short position under a derivative, agreement to sellor any delivery obligation or right to require any other person to purchase or take delivery.

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3.2 Meditor’s interests in Intelligent Energy

Meditor is currently interested in 14.8 per cent. of the voting rights of the Company and has agreedto subscribe £1,125,000 in cash for 14,062,500 New Ordinary Shares under the Reinvestment(representing 6.9 per cent. of the Company’s share capital immediately following such subscription).Meditor’s participation in the Fundraising has been financed from its existing net cash reserves andis not expected to have a material effect on its earnings, assets or liabilities. There are no additionalcosts of converting the Convertible Loan Notes into New Ordinary Shares so the only effect, in thisregard, would be to change the nature of Meditor’s investment from debt into equity.

The relevant interests in Intelligent Energy and its maximum potential controlling position, as at20 May 2016 and following completion of the Fundraising and assuming that all of theReinvestment Shares are issued will be as follows:

Percentage of the Company’s

share capitalPercentage (assuming thatholding in Number of New all ReinvestmentIntelligent Ordinary Shares Shares are

Energy (assuming full issued and fullPercentage (following conversion of conversion of

Number of holding in Number of issue of Convertible ConvertibleOrdinary Intelligent Reinvestment Reinvestment Loan Notes Loan Notes

Name Shares Energy Shares Shares) held by Meditor) held by Meditor)

Meditor 27,928,816 14.8% 14,062,500 20.7% 320,478,663 69.3%

On the assumptions that all of the Convertible Loan Notes held by Meditor are converted, no otherConvertible Loan Note holders exercise their conversion rights and the Reinvestment Shares areissued, Meditor would hold 69.3 per cent. of the then issued share capital of the Company.

3.3 Market dealings in relevant Intelligent Energy securities by Meditor

The following dealings in Ordinary Shares by Meditor have taken place during thedisclosure period.

Price per Nature of Number of Ordinary Share

Name Date transaction Ordinary Shares (pence)

Meditor 11 February 2016 Share acquisition 120,806 34.6Meditor 12 February 2016 Share acquisition 400,000 32.5

Save for the dealings set out above, no dealings have taken place during the disclosure period inrelevant Intelligent Energy securities by Meditor, or any other person acting in concert with Meditor.

3.4 Other dealings

As at the close of business on the disclosure date and during the disclosure period and save as setout in this Document:

Interests and dealings in Intelligent Energy

3.4.1 neither Meditor nor any of the Meditor Directors (including any members of such MeditorDirectors’ respective immediate families, related trusts or connected persons) had an interestin or a right to subscribe for, or had any short position in relation to, any relevant securities,nor had any such party dealt in any relevant Intelligent Energy securities;

3.4.2 no person acting in concert with Meditor had an interest in or a right to subscribe for, or hadany short position in relation to, any relevant Intelligent Energy securities, nor had any suchperson dealt in any relevant Intelligent Energy securities;

3.4.3 neither Meditor nor any person acting in concert with Meditor had borrowed or lent anyrelevant Intelligent Energy securities;

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3.4.4 neither the Company nor any person acting in concert with the Company had borrowed orlent any relevant Company securities; and

3.4.5 the Company has not redeemed or purchased any relevant Company securities

Interests and dealings in Meditor

3.4.6 neither the Company nor any of the Directors (including any members of such Directors’respective immediate families, related trusts or connected persons) had an interest in or aright to subscribe for, or had any short position in relation to, any relevant securities, nor hadany such party dealt in any relevant Meditor securities; and

3.4.7 no person acting in concert with the Company had an interest in or a right to subscribe for,or had any short position in relation to, any relevant Meditor securities, nor had any suchperson dealt in any relevant Meditor securities;

Interests and dealings in both Meditor and Intelligent Energy

3.4.8 no associate of the Company had any interest in, or right to subscribe for, or had any shortposition in relation to, any relevant securities;

3.4.9 no pension fund of the Company or associate of the Company had any interest in or right tosubscribe for, or had any short position in relation to, any relevant securities;

3.4.10 no employee benefit trust of the Company or an associate of the Company had any interestin or right to subscribe for, or had any short position in relation to, any relevant securities;

3.4.11 no connected adviser to the Company or an associate of the Company or a person acting inconcert with the Company, nor any person controlling, controlled by or under the samecontrol as any such connected adviser (except for an exempt principal trader or exempt fundmanager) had any interest in or right to subscribe for, or had any short position in relationto, any relevant securities;

Other

3.4.12 there are no arrangements which exist between the Company, any associate of the Companyor any person acting in concert with the Company and any other person; and

3.4.13 there are no arrangements which exist between Meditor, any associate of Meditor or anyperson acting in concert with Meditor and any other person.

4. Director Details

4.1 Directors of Intelligent Energy

The Directors of Intelligent Energy and their respective functions are as follows:

Director Position

Paul Heiden Non-Executive ChairmanDr. Henri Winand Chief Executive Officer John Maguire Chief Financial OfficerMichael Muller Senior Independent Non-Executive DirectorMartin Bloom Independent Non-Executive DirectorDr. Caroline Brown Independent Non-Executive DirectorZarir J. Cama Independent Non-Executive DirectorFlavio Guidotti Non-Executive DirectorDr. Philip Mitchell Non-Executive Director

4.2 Meditor Directors

Meditor confirms that there is nothing to be disclosed in relation to the Meditor Directors underparagraph 14.1 of Annex I, Appendix 3 of the Prospectus Rules, were such rules to apply tothis document.

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5. Directors’ Service Contracts

5.1 The amount of remuneration paid (including any contingent or deferred compensation), andbenefits in kind granted to each Director by the Group for services in all capacities to the Groupin respect of the financial year ended 30 September 2015, together with total amounts set aside oraccrued by the Group to provide pension, retirement or similar benefits to each Director, wereas follows:

Remuneration and other benefits Pension Benefits

Name of Director (£’000) (£’000)

Paul Heiden 150 —Dr. Henri Winand 351 17John Maguire 277 8Michael Muller 53 —Martin Bloom 53 —Dr. Caroline Brown 53 —Zarir J. Cama 53 —Flavio Guidotti 97 —Dr. Philip Mitchell 792 —

5.2 The details of the Directors’ service contracts or appointment letters, all of which are between eachindividual Director and Intelligent Energy, are as follows. Save as disclosed, none of the Directors’service contracts have been amended during the past six months:

Paul Heidenwas appointed as non-executive Chairman of the Company on 28 September 2012 andwas re-appointed on 28 September 2015. Pursuant to a non-executive Chairman letter ofappointment dated 21 September 2012 (as amended on 9 July 2014), Mr. Heiden is entitled toremuneration of £150,000 per annum. His appointment is for a period of three years and may beterminated at any time by either party giving to the other party three months’ written notice.

Dr. Henri Winand entered into a service agreement with the Company dated 19 June 2014. Underthis agreement, he is employed as the Chief Executive Officer of the Company, a position he hasheld since 1 September 2006. The agreement may be terminated at any time by either party givingtwelve months’ written notice. The current salary payable under the agreement is£350,000 per annum. In addition, he is entitled to receive the following benefits: (i) at the discretionof the Company’s remuneration committee, he is eligible to participate in an annual and deferredbonus plan; (ii) a performance share plan subject to performance targets measured over a threeyear period; (iii) annual contributions into the group personal pension plan or alternatively a cashallowance at a rate equal to 4.5 per cent. of his gross annual basic salary; (iv) entitlement toparticipate in any private medical expenses insurance scheme (including his spouse or partner andany dependent children aged under 21) operated by the Company, subject to the terms of thatscheme; and (v) entitlement to participate in the Company’s group life insurance scheme, subjectto the terms of that scheme. If the agreement is terminated by notice, the Company may put Dr.Winand on “gardening leave” during all or part of his notice period. Alternatively, the Company isentitled to terminate the agreement with immediate effect by payment of an amount equal to oneyear’s salary in lieu of notice (which sum may be paid in monthly instalments, in which case it issubject to deductions for any sums earned by the executive in the period between the date sixmonths after the termination of employment and the date when notice would have expired).

John Maguire entered into a service agreement with the Company dated 19 June 2014. Underthis agreement he is employed as the Chief Financial Officer of the Company, a position he has heldsince 16 January 2012, with his appointment to the Board effective from 20 January 2012. Hisservice agreement may be terminated at any time by either party giving twelve months’ writtennotice. The current salary payable under the agreement is £275,000 per annum. In addition, he is

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2 From 2 December 2013, Dr Philip Mitchell provided consultancy services to the Company through Root Ten Limited. The feesreferred to above include his fees as a consultant, which vary each year.

entitled to receive the following benefits: (i) at the discretion of the Company’s remunerationcommittee, he is eligible to participate in an annual and deferred bonus plan; (ii) a performanceshare plan subject to performance targets measured over a three year period; (iii) annualcontributions into the group personal pension plan or alternatively a cash allowance at a rate equalto three per cent. of his gross annual basic salary; (iv) entitlement to participate in any privatemedical expenses insurance scheme (including his spouse or partner and any dependent childrenaged under 21) operated by the Company, subject to the terms of that scheme; and (v) entitlementto participate in the Company’s group life insurance scheme, subject to the terms of that scheme.If the agreement is terminated by notice, the Company may put Mr. Maguire on “garden leave”during all or part of his notice period. Alternatively, the Company is entitled to terminate theagreement with immediate effect by payment of an amount equal to one year’s salary in lieu ofnotice (which sum may be paid in monthly instalments, in which case it is subject to deductionsfor any sums earned by the executive in the period between the date six months after the terminationof employment and the date when notice would have expired).

Michael Muller was appointed as a non-executive Director of the Company on 22 June 2012 andwas re-appointed on 22 June 2015. Pursuant to a non-executive Director letter of appointment dated12 April 2012 (as amended on 9 July 2014), he receives remuneration of £45,000 per annum. Inaddition he receives £8,000 per annum in his capacity as Senior Independent Director. Hisappointment is for a period of three years and may be terminated at any time by either party givingto the other party three months’ written notice.

Martin Bloom was appointed as a non-executive Director of the Company on 22 June 2012 andwas re-appointed on 22 June 2015. Pursuant to a non-executive Director letter of appointment dated12 April 2012 (as amended on 9 July 2014), he receives remuneration of £45,000 per annum. Inaddition he receives £8,000 per annum in his capacity as chairman of the Company’s nominationcommittee. His appointment is for a period of three years and may be terminated at any time byeither party giving to the other party three months’ written notice.

Dr. Caroline Brown was appointed as a non-executive Director of the Company on 2 May 2014.Pursuant to a non-executive Director letter of appointment dated 24 April 2014 (as amended on9 July 2014), she receives remuneration of £45,000 per annum. In addition she will receive £8,000in respect of chairing the audit and risk committee of the Board. Her appointment is for a periodof three years and may be terminated at any time by either party giving to the other party threemonths’ written notice.

Zarir J. Cama was appointed as a non-executive Director of the Company on 22 June 2012 andwas re-appointed on 22 June 2015. Pursuant to a non-executive Director letter of appointment dated12 April 2012 (as amended on 9 July 2014), he receives remuneration of £45,000 per annum. Inaddition he also receives £8,000 per annum in his capacity as Chair of the RemunerationCommittee. His appointment is for a period of three years and may be terminated at any time byeither party giving to the other party three months’ written notice.

Flavio Guidotti entered into a non-executive Director agreement with the Company upon hisappointment on 15 July 2005 (as amended on 9 July 2014). In consideration of the performance ofhis duties under this agreement he was awarded 350,000 options over Ordinary Shares with anexercise price of 80 pence. He was awarded a further 290,000 options over Ordinary Shares withan exercise price of £1.50 in 2011. He receives remuneration of £45,000 per annum as anon-executive Director. In addition, the Company will reimburse Mr. Guidotti for expenses of upto £3,000 (after any applicable PAYE and NIC deductions have been made by the Company directly)per board meeting he attends in person. His appointment is subject to the terms of a subscriptionagreement between Evolution Placements Corporation (“EPC”) and the Company dated 21October 2005. The Company may not serve notice on Flavio Guidotti without the consent of EPCunless Mr Guidotti has committed a material breach of his duties to the Company or EPC ceasesto have the right to nominate a person for election to the Board.

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Dr Philip Mitchell was appointed as a Director of the Company on 19 September 2005. He wasan executive Director until 28 November 2013 and thereafter became a non-executive Director.Pursuant to a non-executive Director letter of appointment dated 29 November 2013 (as amendedon 9 July 2014), he receives remuneration of £45,000 per annum. In addition, he receives fees forconsultancy services provided to the Company, the amount of which varies each year. For thefinancial year ended 30 September 2015, Dr. Mitchell’s fees amounted to £34,0003. Hisappointment is for a period of three years and may be terminated at any time by either party givingto the other party three months’ written notice.

5.3 Intelligent Energy Material Contracts

The following contracts are all: (i) the material contracts (not being contracts entered into in theordinary course of business) which have been entered into within the two years prior to the date ofthis Document by members of the Group; and (ii) the contracts (not being contracts entered intoin the ordinary course of business) entered into at any time by members of the Group which containprovisions under which any member of the Group has an obligation or entitlement which is or maybe material to the Group as at the date of this Document:

Convertible Loan Note Instrument

On 17 May 2016, the Company entered into a Convertible Loan Note Instrument constituting anamount of, in aggregate, £30,000,000 Convertible Loan Notes.

The conversion of the Convertible Loan Notes is conditional on the Shareholders approving theproposed issuance of the Conversion Shares (the “Shareholder Approval”).

The Conversion Shares will only have the benefit of the Rule 9 Waiver on the condition that theShareholders pass the Rule 9 Waiver Resolution.

The Convertible Loan Notes bear interest at 13 per cent. per annum until the holder elects to receiveConversion Shares, such interest to be paid quarterly in arrears on the principal amount outstanding.The interest does not compound.

In the event that Shareholder Approval is not granted by 30 June 2016, then:

• the interest rate of 13 per cent. will increase to 18.2 per cent.; and

• the figure of £30,000,000 in aggregate shall increase to £42,000,000.

In the event that the Rule 9 Waiver Resolution is not passed, then the increases set out above willapply, but only in respect of those Convertible Loan Notes issued to Meditor (and any successorsin title).

Any holder of Convertible Loan Notes may convert all or some of its Convertible Loan Notes atthe Conversion Price at any time (until redeemed).

The Convertible Loan Notes are secured by way of the Equitable Charge. Provided that no eventof default (as described in the summary of the Equitable Charge in this paragraph 5.3 of thisPart III) has occurred or is continuing, then the security shall be discharged once all of theConvertible Loan Notes have been redeemed or converted. In addition, the Company covenants notto create or permit to subsist any other security over any of the assets secured by theEquitable Charge.

The Company is giving certain warranties to the holders of any Convertible Loan Notes relatingto, inter alia, its ability to perform its obligations under the Convertible Loan Notes.

The Convertible Loan Notes (all or in part) may only be redeemed upon the occurrence of an eventof default, upon the maturity date (being the date falling on the third anniversary of the date of theConvertible Loan Note Instrument) or within 30 days of a change of control of the Company(i.e. a person being able to influence the direction of management and policies of the Company).

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3 Please see footnote 2 for further information.

Upon an event of default, the holders of Convertible Loan Notes must consult with one another for10 Business Days (or such other period as a Noteholder Majority (as defined below) may agree)to try to agree how to manage the default. If they fail to agree a solution, any holder of ConvertibleLoan Notes can accelerate its own Convertible Loan Notes, and a majority by value of holders ofConvertible Loan Notes can instruct the Security Trustee to enforce the security.

Should the Company fail to manage its intellectual property portfolio in a prescribed manner(including selling certain patents to third parties without the permission of a majority of the holdersof Convertible Loan Notes (“Noteholder Majority”)), then this will trigger an event of default.However, there are certain actions that the Company may carry out in relation to its intellectualproperty without the permission of a Noteholder Majority (which will not trigger an event ofdefault), including the granting of non-exclusive licences of its patents and/or technology tothird parties.

The Company also undertakes, inter alia, the following:

• not to create (without the permission of a Noteholder Majority) further indebtedness thatranks ahead or pari passu with the Convertible Loan Notes;

• to ensure that Intelligent Energy Limited shall not issue equity securities without thepermission of a Noteholder Majority;

• not to enter into any transactions otherwise than on arms length; and

• not to use the proceeds of the Fundraising for the GTL Transaction (save for any costs,professional fees and expenses incurred in relation to the potential consummation of theGTL Transaction).

The Company has no right to require the Convertible Loan Notes to be redeemed or converted.

The Convertible Loan Notes are subject to standard anti-dilution provisions and protections in theevent of capitalisation issues, any sub-division of Ordinary Shares and capital distributions.

The Convertible Loan Note Instrument is governed by the laws of England.

Subscription Agreement

On 17 May 2016, the Company and Meditor entered into the Subscription Agreement.

Pursuant to the terms of the Subscription Agreement, Meditor has subscribed for £25,638,293 ofthe Convertible Loan Notes. In addition, other qualifying investors have separately subscribed for£4,361,707 of the Convertible Loan Notes.

In consideration for agreeing to subscribe for the Convertible Loan Notes and underwriting theFundraising, Meditor has been paid a fee of £2,250,000 following its subscription for theConvertible Loan Notes. Following the grant of the Shareholder Approval, Meditor shall subscribefor the Reinvestment Shares.

Meditor undertakes to the Company to, inter alia, exercise its votes in favour of the Resolutions(save for Resolution 3, on which it cannot vote) and not to take any action to prevent the passingof the Resolutions. In addition, Meditor is obligated to supply any additional information requiredby the Panel in relation to the Rule 9 Waiver (so long as such information is not consideredcommercially sensitive or confidential in respect of Meditor or its controllers or directors). In theevent that Meditor breaches any such undertakings or obligations, which then lead to any of theResolutions not being passed, then the increase to the interest rate and aggregate of ConvertibleLoan Notes issued to Meditor will not be effective.

In addition, Meditor acknowledges and agrees that, inter alia, it is a sophisticated investor and ithas carried out independent due diligence on the Company.

The Subscription Agreement is governed by the laws of England.

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Equitable Charge

On 17 May 2016, the Company and the Security Trustee entered into the Equitable Charge.

The Equitable Charge created the security for the Convertible Loan Notes comprising a first fixedcharge over the shares held by the Company in Intelligent Energy Limited to be granted in favourof the Security Trustee, acting on behalf of all of the holders of Convertible Loan Notes.

The Equitable Charge contains standard provisions relating to, amongst other things: (i) theCompany’s covenant to pay the secured liabilities; (ii) representations and undertakings to be givenby the Company as to, for example, its ownership of the secured assets; (iii) the Company’s dealingswith the secured assets, including restrictions on further security; and (iv) enforcement.

The Equitable Charge is enforceable at any time after the occurrence of an event of default that iscontinuing. In summary, the Convertible Loan Note Instrument provides that an event of defaultwill occur if the Company:

• is the subject of any insolvency proceedings or any security-enforcement action, or is deemedinsolvent under the Insolvency Act 1986; or

• stops or threatens to stop payment of its obligations generally or to carry on its business; or

• sells any shares in Intelligent Energy Limited, or Intelligent Energy Limited issues anysecurities to a third party; or

• does not manage its intellectual property portfolio in the manner set out in the ConvertibleLoan Note Instrument; or

• commits a material breach of the terms of the Convertible Loan Note Instrument which isnot remedied within 14 days, or repudiates any of the security documents.

Upon an event of default, the holders of Convertible Loan Notes must consult with one another for10 Business Days (or such other period as a Noteholder Majority (as defined above) may agree)to try to agree how to manage the default. If they fail to agree a solution, any holder of ConvertibleLoan Notes can accelerate its own Convertible Loan Notes, and a majority by value of holders ofholders of Convertible Loan Notes can instruct the Security Trustee to enforce the security.

Enforcement of the Equitable Charge is also be governed by the terms of the Security Trust Deedto be entered into by the Company, Meditor and the Security Trustee.

Security Trust Deed

On 17 May 2016, the Company, Meditor and the Security Trustee entered into a loan note securitydeed (the “Security Trust Deed”).

Pursuant to the Security Trust Deed, the security constituted by the Equitable Charge will be heldon trust for the holders of Convertible Loan Notes by the Security Trustee for the benefit of theholders of Convertible Loan Notes and subject to the terms of the Security Trust Deed. The SecurityTrust Deed contains standard provisions relating to, amongst other things: (i) the establishment ofthe trust; (ii) the Security Trustee’s remuneration; (iii) limitations on the Security Trustee’s liability;(iv) the Security Trustee’s powers and discretions; and (v) the management of trust property.

BIC Agreement

On 26 February 2015, the Company and Intelligent Energy Limited entered into an Asset PurchaseAgreement with: (1) Société BIC SA; (2) BIC Consumer Products Manufacturing Co. Inc.; (3) BICInc.; and (4) BIC USA Inc. (together, the “BIC Group”). Under the agreement, the Company andIntelligent Energy Limited purchased certain assets (including intellectual property rights), andassumed certain liabilities, from the BIC Group in respect of a research development programrelated to fuel cells and fuel cartridges for portable electronic devices. The consideration payableat closing was US$15,000,000 (US$2,000,000 of which was held in escrow and was paid in fullon completion of certain transitional services). The acquisition completed in April 2015. Theagreement also includes a potential cash earn out of up to US$7,000,000 which is based on the sale

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of certain products by the Group (but which is not time-limited in any way). The BIC Group hasprovided warranties in favour of the Company and Intelligent Energy Limited which are customaryfor a transaction of this nature, including in respect of the intellectual property rights acquired.

GTL Agreement

On 30 September 2015, E2 Energy Services Private Limited (“E2 Energy”), a wholly ownedsubsidiary of the Group, entered into an agreement with GTL in respect of the acquisition by E2Energy of the operations, maintenance and energy business of GTL (“OME Business”). Under theagreement, E2 Energy has agreed to purchase the OME Business as a going concern for an amountof INR 8,500,000,000, subject to a net working capital adjustment on closing. Completion of thepurchase is subject to the satisfaction of a number of conditions precedent including: (i) actual ordeemed clearance from the Indian Competition Commission (which was received on5 January 2016); (ii) GTL having obtained the consent of counterparties to assign or novatecontracts to E2 Energy; (iii) the Group successfully securing the relevant funding; and (iv) theapproval of GTL’s lenders to the transaction.

In the event that the conditions precedent were not fulfilled by 31 March 2016, the seller (GTL)had the option to elect to terminate the GTL Agreement by giving written notice to E2 Energy. Asat the date of this Document no such notice has been received.

GTL has provided warranties in favour of E2 Energy customary for a transaction of this natureand has also agreed to indemnify E2 Energy in respect of certain categories of historic liabilitieslinked to the operation of the OME Business under GTL’s ownership.

Joint venture with Hydro Industries Limited

On 6 May 2015 a wholly owned subsidiary of the Company signed a 50/50 joint venture agreementwith a wholly owned subsidiary of Hydro Industries Limited (“Hydro Industries”) for the primarypurposes of providing drinking water and water purification services in India (the “Hydro JointVenture Agreement”). The joint venture company, Aquapurum Water Private Limited(“Aquapurum”) (formerly named Intelligent Pure Water Technologies Private Limited), hadpreviously been incorporated as a subsidiary of the Group on 4 March 2014.

Aquapurum plans to purchase water treatment plants from Hydro Industries Limited, install themat various sites including at the telecom towers at which the Group provides energy managementservices, and purchase energy and energy management services from the Group. In furtherance ofthat objective, Hydro Industries Limited appointed Aquapurum as its exclusive distributor of waterpurification products to customers in India.

Pursuant to the Hydro Joint Venture Agreement, decisions in respect of reserved matters (whichinclude, amongst others, material operational matters) require the approval of both shareholders.

The board of Aquapurum consists of six directors, with each joint venture partner entitled to appointthree of the six directors. The day-to-day operation of Aquapurum is delegated by the board to ateam comprising a CEO, a CFO, a sales manager and other key officers. The Group is entitled toappoint the CEO and Hydro Industries is entitled to appoint the CFO. The sales manager and otherkey officers will be appointed by the board.

The Hydro Joint Venture Agreement will terminate (inter alia): (i) upon the sale of all of eitherparty’s shareholding in Aquapurum to a third party or the other joint venture party; or (ii) if the non-defaulting party elects to terminate in the event of fundamental breach by the other party (asdetailed in the Hydro Joint Venture Agreement).

The Company has agreed, in principal, to dispose of its shares in Aquapurum to Hydro Industries.This is on hold pending clarification of the funding for the Company. The sale is likely to proceedas Auqapurum would otherwise require a significant equity injection from the Company.

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IPO Underwriting Agreement

On 4 July 2014, the Company, the Directors, Barclays Bank PLC, Canaccord Genuity Limited andParva Capital Limited (the “IPO Managers”) entered into an underwriting agreement in relationto the IPO (the “IPO Underwriting Agreement”). Pursuant to the IPO Underwriting Agreement,the Company appointed Barclays Bank PLC and Canaccord Genuity Limited as joint globalco-ordinators and bookrunners, and Parva Capital Limited as co-lead manager in connection withthe IPO. Subject to certain conditions that are typical for an agreement of this nature, the Companyagreed to issue Ordinary Shares, and Philip Mitchell (a Director of the Company) agreed to sellcertain Ordinary Shares, in connection with the IPO.

Each of the Company, the Directors and (in his capacity as a selling shareholder) Philip Mitchellgave certain representations, warranties and undertakings to the IPO Managers. The liability ofthe Company was unlimited as to amount and time. The liability of the Directors was limited as toamount and time. The Company also gave certain indemnities to the IPO Managers and theirrespective affiliates.

5.4 Meditor Material Contracts

The following contracts are all: (i) the material contracts (not being contracts entered into in theordinary course of business) which have been entered into within the two years prior to the date ofthis Document by Meditor; and (ii) the contracts (not being contracts entered into in the ordinarycourse of business) entered into at any time by Meditor which contain provisions under whichMeditor has an obligation or entitlement which is or may be material to Meditor as at the date ofthis Document:

Subscription Agreement

Please see the summary of the Subscription Agreement at paragraph 5.3 of this Part III.

Security Trust Deed

Please see the summary of the Security Trust Deed at paragraph 5.3 of this Part III.

Management Agreement

Pursuant to an agreement dated 4 April 2014 between Meditor and MGL (the “ManagementAgreement”), MGL has been appointed as the manager of Meditor. MGL shall, at its discretion,manage the investment and re-investment of Meditor’s cash, securities, investments and otherproperty comprising the assets of Meditor. MGL shall adhere to the restrictions set out in Meditor’sarticles of association or as otherwise stipulated by its board of directors when making investmentdecisions on behalf of Meditor. Any general administrative services required by Meditor inconnection with its business and operations are performed by MGL in the same manner as theboard of directors would exercise their powers, duties and discretions in respect of Meditor. MGLhas delegated the provision of investment management services to Meditor CapitalManagement Limited.

MGL is entitled to a management fee comprising of 0.6 per cent. of Meditor’s total assets undermanagement per year.

The Management Agreement is terminable by Meditor, upon service of written notice to MGL, ifMGL at any point ceases to be able to fulfil its obligations under the Management Agreement dueto any change in the laws of Bermuda.

Termination of the Management Agreement shall be without prejudice to the completion oftransactions already initiated. MGL shall complete any such transactions as soon as practicable.MGL shall be entitled to receive all fees and other monies accrued up to the date of termination.

Meditor and MGL have given certain standard warranties to each other. In addition, Meditor haswarranted that its assets shall be owned by it, free from any lien, encumbrance and that no personshall have any interest in any such assets save as otherwise provided for in the ManagementAgreement, any custodian or administration agreements, or as notified by Meditor from timeto time.

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Administration Agreement

Meditor, MGL and IKONIC Fund Services Ltd (the “Meditor Fund Administrator”) entered intoan agreement dated 28 May 2014 (the “Administration Agreement”). Pursuant to the terms of theAdministration Agreement, Meditor appointed the Meditor Fund Administrator to provide fundadministration services.

The Administration Agreement makes provision for the Meditor Fund Administrator to receivecertain fees, which are subject to negotiation between the parties.

Meditor and MGL have each given certain indemnities in favour of the Meditor Fund Administratorin respect of the Meditor Fund Administrator’s potential losses in carrying out its responsibilitiesunder the Administration Agreement.

The Administration Agreement can be terminated by either party on not less than 90 days’ writtennotice. Either party can terminate the Administration Agreement immediately (upon written notice)in the following circumstances:

• if the other party becomes insolvent, is declared bankrupt or is subject to a creditors’(insolvent) winding up proceedings; or

• if the other party commits a material breach of the Administration Agreement which isincapable of remedy or commits a material breach which it fails to remedy 30 days after itreceive notice from the other party requesting that the breach is remedied.

In addition, the Meditor Fund Administrator has the right to terminate the AdministrationAgreement if changes are made to the terms of the “Material Documents” (defined as theconditional documents, investment management agreement and any other agreement entered intoby Meditor which might reasonably be expected to affect the Meditor Fund Administrator) andsuch changes are expected to have a material adverse effect on the Meditor Fund Administrator.

The Administration Agreement is governed by the laws of Bermuda.

6. General

6.1 Stifel is registered in England and Wales (with number 03719559) and has its registered office at4th Floor 150 Cheapside, London, United Kingdom, EC2V 6ET. Stifel has given and has notwithdrawn its written consent to the issue of this Document with the inclusion of itsrecommendation herein and the references to its name in the form and context in which theyare included.

6.2 Save as disclosed in this Document, there is no agreement, arrangement, or understanding(including any compensation arrangement) between Meditor or any person acting in concert withit and any of the Directors, recent directors, Shareholders, or recent shareholders of the Company,or any person interested or recently interested in Ordinary Shares having any connection with ordependence upon the proposals set out in this Document.

6.3 No agreement, arrangement or understanding exists whereby any Ordinary Share or ConvertibleLoan Note acquired by Meditor pursuant to the Fundraising will be transferred to any other person.

7. No significant change

There has been no significant change in the financial or trading position of the Group since 30 September2015, being the end of the period covered by the Group’s latest annual report and audited accounts (certainsections of which are incorporated by reference in Part IV of this Document), save for the following:

• the extension of a joint development programme with one of its existing Asian automotive OEMcustomers as announced via a Regulatory Information Service on 30 September 2015;

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• the signing of the agreement with GTL to acquire its energy management business in India (subjectto the fulfilment of certain conditions) as announced via a Regulatory Information Service on1 October 2015 and 6 January 2016;

• the signing of a joint development agreement with an emerging smart phone OEM as announcedvia a Regulatory Information Service on 8 February 2016;

• the various updates on funding and the business (including the restructuring) announced via aRegulatory Information Service on 21 January 2016, 26 February 2016, 24 March 2016 and4 April 2016. In particular, the announcement on 4 April 2016 stated that the Company wasproposing to implement a material restructuring of its business;

• as a result of (i) the Company’s current position, (ii) its planned and ongoing restructuring and(iii) the refocusing of its activities, a review of balance sheet carrying values of assets is beingcarried out that will result in a material reduction in asset carrying values.

All of the above announcements are available at www.intelligent-energy.com/investors/stock-exchange-announcements/ and are incorporated by reference into this Document.

8. Market Quotations

The following table shows the closing middle market quotations of the Ordinary Shares, as derivedfrom the London Stock Exchange plc on the first Business Day of each of the six months immediatelybefore the date of this Document and on 20 May 2016 (being the latest practicable date prior to theposting of this Document).

Price per Ordinary Date Share (pence)

20 May 2016 11.003 May 2016 10.251 April 2016 9.751 March 2016 50.001 February 2016 35.254 January 2016 79.501 December 2015 81.502 November 2015 97.50

9. Documents Available for Inspection

Copies of the following documents will be available for inspection during normal business hours on anyweekdays (Saturdays, Sundays and public holidays excepted) at the Company’s registered office,Charnwood Building, Holywell Park, Ashby Road, Loughborough, LE11 3GB, United Kingdom and theoffices of Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES and may be viewed onthe Company’s website (www.intelligent-energy.com) from the date of this Document until the date of theGeneral Meeting:

9.1 the articles of association of Meditor;

9.2 the irrevocable undertakings from certain Shareholders as described in paragraph 9 of Part I ofthis Document;

9.3 the Convertible Loan Note Instrument;

9.4 the Subscription Agreement;

9.5 the articles of association of the Company;

9.6 the consent letter referred to in paragraph 6.1 of this Part III;

9.7 the audited consolidated accounts of the Group for the two financial years ended 30 September 2015and 30 September 2014; and

9.8 this Document.

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PART IV

FINANCIAL INFORMATION AND DOCUMENTS INCORPORATED BYREFERENCE

1. Intelligent Energy

1.1 The following documents are incorporated by reference into this Document and contain informationwhich is relevant to the Fundraising. These documents are available on the Company’s website atwww.intelligent-energy.com:

1.1.1 the Company announcement issued via a Regulatory Information Service on 30 September2015;

1.1.2 the Company announcement issued via a Regulatory Information Service on 1 October 2015;

1.1.3 the Company announcement issued via a Regulatory Information Service on 6 January 2016;

1.1.4 the Company announcement issued via a Regulatory Information Service on 8 February2016;

1.1.5 the Company announcement issued via a Regulatory Information Service on 21 January2016;

1.1.6 the Company announcement issued via a Regulatory Information Service on 26 February2016;

1.1.7 the Company announcement issued via a Regulatory Information Service on 24 March 2016;

1.1.8 the Company announcement issued via a Regulatory Information Service on 4 April 2016;and

1.1.9 the Company announcement issued via a Regulatory Information Service on 17 May 2016.

1.2 The table below sets out, where relevant, the various sections and page numbers of these documentsthat are incorporated by reference into this document so as to provide information required underthe Takeover Code and to ensure that Shareholders and others are aware of all information that,according to the particular nature of the Company, is necessary to enable the Shareholders andothers to make an informed assessment of the assets and liabilities, financial position, profits andlosses and prospects of the Company.

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1.3 No part of the consolidated financial statements of the Group for the years ended 30 September2015 or 2014 is incorporated in this Document except as expressly stated below. It should be notedthat the other sections of such documents that are not incorporated by reference are either notrelevant to Shareholders and others or are covered elsewhere in this document. Information that isitself incorporated by reference or referred or cross-referred to in these documents is notincorporated by reference into this document.

Annual Annual Report for the Report for the

Company Company year ended year ended

30 September 30 September No. Information incorporated by reference 2015 2014

Executive reports and governance 1. Business strategy 10-11 4-52. Chairman’s statement 8 63. Chief Executive Officer’s review 9 7-104. Chief Financial Officer’s review 32-34 11-135. Director’s report 44-46 28-316. Corporate governance report 47-49 32-35

Financial information7. Auditor’s independent review report 71 578. Consolidated income statement 72 589. Consolidated statement of comprehensive income 72 5810. Consolidated statement of changes in equity 74 6011. Company statement of changes in equity 75 6112. Statement of financial position 73 5913. Statement of cash flows 76 6214. Share-based payment plans 104-105 91-9315. Notes to the financial statements 77-108 63-9416. Related party transactions 108 94

1.4 The documents listed at 1.1.1 to 1.1.9 (inclusive) of this Part IV are incorporated in their entirety.

1.5 The Company will provide, without charge, to each person to whom a copy of this document hasbeen delivered, upon the oral or written request of such person, a hard copy of the aforementioneddocuments incorporated by reference herein. Written or telephone requests for such documentsshould be directed to the Company at its head office at Charnwood Building, Holywell Park, AshbyRoad Loughborough, Leicestershire LE11 3GB United Kingdom or by telephone on +44(0) 1509271271. A hard copy of any document incorporated into this document by reference will not be sentto such persons unless requested.

23 May 2016

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NOTICE OF GENERAL MEETING

INTELLIGENT ENERGY HOLDINGS PLC(a public limited company incorporated and registered in England and

Wales with registered number 05104429)

NOTICE OF GENERAL MEETINGNotice is given that a general meeting of Intelligent Energy Holdings plc (the “Company”) will beheld at Barber-Surgeon’s Hall, Monkwell Square, Wood Street, London EC2Y 5BL at 2.00 p.m. on9 June 2016 for the purposes of considering and, if thought fit, passing the following resolutions, ofwhich resolutions 1, 3 and 4 and will be proposed as ordinary resolutions and resolutions 2 and 5 willbe proposed as special resolutions. Resolution 3 will be taken on a poll of the IndependentShareholders (as defined in the circular to shareholders of the Company dated 23 May 2016, of whichthis notice forms part) as required by the City Code on Takeovers and Mergers.

RESOLUTIONS1. THAT, the directors of the Company (the “Directors”) be and are hereby generally and

unconditionally authorised to exercise all the powers of the Company in accordance with section551 of the Companies Act 2006 (the “Act”) to grant rights to subscribe for or to convert any securityinto ordinary shares of 5 pence each (“ordinary shares”) in the capital of the Company(“Conversion Rights”), subject to the following conditions:

(a) the maximum amount of ordinary shares that may be allotted pursuant to the ConversionRights are ordinary shares with an aggregate nominal value of £18,750,000;

(b) this authority is limited to the grant of the Conversion Rights embodied in the ConvertibleLoan Notes (which for the purpose of the resolutions contained in this notice, are theConvertible Loan Notes as defined in the circular to shareholders of the Company dated23 May 2016, of which this notice forms part) which have the key terms specified in theparagraph entitled “Details of the Fundraising” in the announcement of the Company dated17 May 2016;

(c) this authority shall expire at 6.00 p.m. on 30 June 2016, save that the Company may (priorto such expiry) make offers and enter into agreements which would or might require theConversion Rights to be granted after such expiry and the Directors may grant ConversionRights under any such offer or agreement as if the authority had not expired; and

(e) this authority shall be in addition and without prejudice to any other authorities vested in theDirectors pursuant to section 551 of the Act.

2. THAT, if resolution 1 is passed (and in addition to all other existing powers of the directors of theCompany (the “Directors”) under section 570 and 571 of the Companies Act 2006 (the “Act”)(which shall continue in full force and effect)), the Directors be and are hereby empowered pursuantto section 571 of the Act to allot equity securities (as defined in section 560 of the Act) pursuantto the authority conferred on them by resolution 1 as if section 561 of the Act did not apply to anysuch allotment, provided that this power shall expire when such authority in resolution 1 expiresand save that, before the expiry of this power, the Company may make any offer or agreementwhich would or might require equity securities to be allotted after such expiry.

3. THAT, the waiver by the Panel on Takeovers and Mergers (on the terms described in paragraph 5of Part I of the circular to shareholders of the Company dated 23 May 2016, of which this noticeforms part), conditional on the passing of this resolution on a poll by independent shareholders, ofany requirement under Rule 9 of the City Code on Takeovers and Mergers for Meditor EuropeanMaster Fund Limited to make a general offer for all the ordinary issued share capital of the

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Company, as a result of the allotment to Meditor European Master Fund Limited of ordinary sharesin the capital of the Company arising on the conversion of the Convertible Loan Notes referred toin resolution 1, be and is hereby approved.

4. THAT, the directors of the Company (the “Directors”) be and are hereby generally andunconditionally authorised to exercise all powers of the Company in accordance with section 551of the Companies Act 2006 (the “Act”) to allot ordinary shares of 5 pence each in the capital ofthe Company (“ordinary shares”) up to and including an aggregate nominal amount of £703,125(equal to 14,062,500 ordinary shares) to Meditor European Master Fund Limited pursuant to theterms of the Reinvestment (as defined in the circular to shareholders of the Company dated23 May 2016 of which this notice forms part), which authority shall be in addition to all existingauthorities conferred upon the Directors pursuant to section 551 of the Act, which shall continuein full force and effect. The authority conferred by this resolution shall expire at 6.00 p.m. on30 June 2016, save that the Directors may before such expiry make an offer or agreement whichwould or might require such ordinary shares to be allotted after such expiry and the Directors mayallot ordinary shares in pursuance of such offer or agreement as if the authority hereby conferredhad not expired.

5. THAT, if resolution 4 is passed (and in addition to all other existing powers of the directors of theCompany under section 570 and 571 of the Companies Act 2006 (the “Act”) (which shall continuein full force and effect)), the Directors be and are hereby empowered pursuant to section 571 of theAct to allot equity securities (as defined in section 560 of the Act) pursuant to the authorityconferred on them by resolution 4 as if section 561 of the Act did not apply to any such allotment,provided that this power shall expire when such authority in resolution 4 expires and save that,before the expiry of this power, the Company may make any offer or agreement which would ormight require equity securities to be allotted after such expiry.

BY ORDER OF THE BOARD:

Registered Office:Charnwood BuildingHolywell ParkAshby RoadLoughboroughLE11 3GBUnited Kingdom

Nicholas HeardCompany Secretary

Dated: 23 May 2016

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EXPLANATORY NOTES

Explanatory notes to the proposed resolutions

In this Notice of General Meeting words and defined terms shall have the same meanings as words anddefined terms in the Document to which this Notice of General Meeting is attached.

A notice convening a General Meeting to be held at be held at Barber-Surgeon’s Hall, Monkwell Square,Wood Street, London EC2Y 5BL at 2.00 p.m. on 9 June 2016 is set out at the start of this document, atwhich the following resolutions are proposed:

• Resolution 1 is to authorise the Directors, pursuant to section 551 of the Act, to grant rights tosubscribe for or to convert any security into Ordinary Shares up to and including an aggregatenominal amount of £18,750,000 (equal to 375,000,000 Ordinary Shares) by way of the issue of theConvertible Loan Notes.

• Resolution 2 is to dis-apply the pre-emption rights conferred by the Act in respect of the issue ofthe Convertible Loan Notes to the subscribers for the Convertible Loan Notes.

• Resolution 3 is to approve the waiver to be granted by the Panel, on the terms described inparagraph 4 of Part I of this Document, of any requirement on Meditor to make a general offer tothe shareholders of the Company in accordance with Rule 9 of the Takeover Code.

• Resolution 4 is to authorise the Directors, pursuant to section 551 of the Act, to allot theReinvestment Shares to Meditor.

• Resolution 5 is to dis-apply the pre-emption rights conferred by the Act in respect of the issue ofthe Reinvestment Shares to Meditor pursuant to the authority granted by Resolution 4.

Explanatory notes as to the proxy, voting and attendance procedures at the General Meeting

1. The holders of Ordinary Shares in the Company are entitled to attend the General Meeting and areentitled to vote. A member entitled to attend and vote may appoint a proxy to exercise all or any oftheir rights to attend, speak and vote at a general meeting of the Company. Such a member mayappoint more than one proxy, provided that each proxy is appointed to exercise the rights attachedto different shares. A proxy need not be a member of the Company.

2. A Form of Proxy is enclosed with this notice. To be effective, a Form of Proxy must be completedand returned, together with any power of attorney or authority under which it is completed or acertified copy of such power or authority, so that it is received by the Company’s registrar at theaddress specified on the Form of Proxy not less than 48 hours (excluding any part of a day that isnot a working day) before the stated time for holding the meeting. Returning a completed Form ofProxy will not preclude a member from attending the meeting and voting in person.

3. Any person to whom this notice is sent who is a person nominated under section 146 of the Act toenjoy information rights (a “Nominated Person”) may, under an agreement between him and theShareholder by whom he was nominated, have a right to be appointed (or to have someone elseappointed) as a proxy for the General Meeting.

4. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may,under any such agreement, have a right to give instructions to the Shareholder as to the exercise ofvoting rights. The statement of the rights of Shareholders in relation to the appointment of proxiesin paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described inparagraphs 1 and 2 can only be exercised by ordinary Shareholders of the Company.

5. To be entitled to attend and vote at the General Meeting (and for the purposes of the determinationby the Company of the number of votes they may cast), members must be entered on the Company’sregister of members by 6.00 p.m. on 7 June 2016 (or, in the event of an adjournment, 6.00 p.m. on

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the date which is two days before the time of the adjourned meeting excluding any part of a daythat is not a working day). Changes to entries on the register of members after this time shall bedisregarded in determining the rights of any person to attend or vote at the meeting.

6. At the General Meeting the votes may be taken on Resolutions 1, 2, 4 and 5 by a show of hands oron a poll, at the option of the Chairman. The votes on Resolution 3 will be taken on a poll. On apoll every Shareholder who is present, in person or by proxy, shall have one vote for every OrdinaryShare held by him. On a poll votes may be given either personally or by proxy. A Shareholderentitled to more than one vote need not use all of his votes or cast all of the votes he uses in thesame way.

7. As at 20 May 2016, the Company’s issued share capital consists of 188,325,451 Ordinary Sharesof 5 pence each, carrying one vote each.

8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxyappointment service may do so by using the procedures described in the CREST Manual. CRESTPersonal Members or other CREST sponsored members, and those CREST members who haveappointed a service provider(s), should refer to their CREST sponsor or voting service provider(s),who will be able to take the appropriate action on their behalf.

9. In order for a proxy appointment or instruction made using the CREST service to be valid, theappropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated inaccordance with Euroclear UK & Ireland Limited’s specifications, and must contain the informationrequired for such instruction, as described in the CREST Manual (available viawww.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxyor is an amendment to the instruction given to a previously appointed proxy, must, in order to bevalid, be transmitted so as to be received by the issuer’s agent (RA19) by 2.00 p.m. on 7 June 2016.For this purpose, the time of receipt will be taken to be the time (as determined by the time stampapplied to the message by the CREST Application Host) from which the issuer’s agent is able toretrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time anychange of instructions to proxies appointed through CREST should be communicated to theappointee through other means.

10. CREST members and, where applicable, their CREST sponsors, or voting service providers shouldnote that Euroclear UK & Ireland Limited does not make available special procedures in CREST forany particular message. Normal system timings and limitations will, therefore, apply in relation tothe input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned totake (or, if the CREST member is a CREST Personal Member, or sponsored member, or hasappointed a voting service provider, to procure that his CREST sponsor or voting service provider(s)take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particular time. In this connection, CREST members and, where applicable,their CREST sponsors or voting system providers are referred, in particular, to those sections of theCREST Manual concerning practical limitations of the CREST system and timings.

11. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

12. Any corporation which is a member can appoint one or more corporate representatives who mayexercise on its behalf all of its powers as a member provided that they do not do so in relation tothe same shares.

13. Any member holding Ordinary Shares attending the meeting has the right to ask questions. TheCompany must answer any such questions relating to the business being dealt with at the meetingbut no such answer need be given if: (a) to do so would interfere unduly with the preparation forthe meeting or involve the disclosure of confidential information; (b) the answer has already beengiven on a website in the form of an answer to a question; or (c) it is undesirable in the interests ofthe Company or the good order of the meeting that the question be answered.

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14. A copy of this notice, and other information required by section 311A of the Act, can be found atwww.intelligent-energy.com

15. You may not use an electronic address provided in either this notice or any related documents(including the Form of Proxy) to communicate with the Company for any purposes other thanthose expressly stated.

16. The following documents will be available for inspection at the Company’s registered office duringnormal business hours (Saturdays, Sundays and public holidays excepted) from the date of thisnotice until the date of the General Meeting and at the place of the General Meeting for 15 minutesprior to and during the meeting:

• the articles of association of Meditor;

• the irrevocable undertakings from certain Shareholders as described in paragraph 9 of Part Iof the Circular;

• the Convertible Loan Note Instrument (as defined in the Circular);

• the Subscription Agreement (as defined in the Circular);

• the articles of association of the Company;

• the consent letter referred to in paragraph 6.1 of Part III of the Circular;

• the audited consolidated accounts of the Group for the two financial years ended30 September 2015 and 30 September 2014; and

• the Circular.

17. You may register your vote online by visiting the website of the Company’s registrar, Equiniti, atwww.sharevote.co.uk. In order to register your vote online, you will need to enter the Task ID,together with your Voting ID and Shareholder Reference Number which are set out on the enclosedForm of Proxy. The return of the Form of Proxy by post or registering your vote online will notprevent you from attending the General Meeting and voting in person, should you wish.Alternatively, Shareholders who have already registered with Equiniti’s online portfolio service,Shareview, can appoint their proxy electronically by logging on to their portfolio atwww.shareview.co.uk and click on the link to vote. The on-screen instructions give details on howto complete the appointment process. A proxy appointment made electronically will not be validif sent to any address other than those provided or if received after 2.00 p.m. on 7 June 2016.

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Millnet Limited (9230-01)