HYVE GROUP PLC — Proxy Solicitation & Information Statement 2018

Sep 6, 2018

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek advice from your solicitor, accountant, stockbroker, bank manager or other independent financial adviser under the Financial Services and Markets Act 2000 who specialises in advising in connection with shares and other securities.

If you have sold or otherwise transferred all of your shares in ITE Group plc (“ITE” or the “Company”) please send this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or transferred part only of your holding in shares in ITE you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Numis is acting exclusively for the Company and no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to this document or the Transaction, nor, apart from the responsibilities and liabilities, if any, which may be imposed by the FCA or FSMA, for the contents of this document.

ITE GROUP PLC

(Incorporated and registered in England and Wales with registered number 01927339)

Proposed sale of the entire charter capital of ITE Expo LLC

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of ITE Group plc set out in Part I of this document which recommends that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. The Transaction is conditional, inter alia, upon the approval of Shareholders at the General Meeting.

Notice of a General Meeting of ITE Group plc to be held at 9.30 a.m. on 24 September 2018 at the offices of Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT is set out at the end of this document. The Form of Proxy for use in relation to the General Meeting is enclosed. Whether or not you propose to attend the General Meeting you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible but in any event, to be valid, it must be completed and returned so as to arrive not later than 9.30 a.m. on 22 September 2018.

This document contains forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as at the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the rules of the London Stock Exchange or by applicable law or regulation.

A summary of the action to be taken by Shareholders is set out on page 8 and in the Notice of General Meeting set out at the end of this document. The return of one or more completed Forms of Proxy will not prevent you from attending the General Meeting and voting in person if you wish to do so (and are so entitled).

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CONTENTS

Page

DEFINITIONS

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PART I

Letter from the Chairman of ITE Group plc
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PART II

Summary of the Principal Terms and Conditions of the Transaction
10

PART III

Additional Information
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NOTICE OF THE GENERAL MEETING

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EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy
9.30 a.m. on 22 September 2018

General Meeting
9.30 a.m. on 24 September 2018

Expected date of completion of the Transaction
8 October 2018

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DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise (in addition to the terms defined in the text):

“Act” the Companies Act 2006 (as amended)

“Ascential Exhibitions Business” the business of ITE Events Limited (a company incorporated in England and Wales with registered number 07925964 and formerly named Ascential Events Limited) and its subsidiaries, ITE Events Shanghai Company Limited, ITE Eventos Limitada and ITE Fuarcilik Organizasyon ve Tanitim Hizmetleri Anonim Sti, comprising the following exhibitions: Spring and Autumn Fair, Bett (including the Education Show), CWIEME, Pure, Glee and BVE

“Associate” has the meaning given to it in the Listing Rules when used in the context of a director, substantial shareholder or a person exercising significant influence who is an individual

“Board” the board of Directors of the Company

“Company” or “ITE” ITE Group plc

“Core Events” events that the Directors believe are of strategic importance to the Group's future, including the Group's largest events and those with the greatest potential for growth

“Directors” the directors of the Company, whose names are set out on page 13 of this document

“DSBP” means the ITE Deferred Share Bonus Plan 2017

“DSOP” the ITE 2009 Discretionary Share Option Plan (as amended)

“ESOT” the ITE Employees’ Share Trust

“FCA” the Financial Conduct Authority of the United Kingdom

“Form of Proxy” the enclosed form of proxy for use by Shareholders in connection with the General Meeting

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

“General Meeting” the general meeting of the Company, for which the notice is set out at the end of this document, or any reconvened meeting following adjournment thereof

“Group” the Company and/or all or any of its Subsidiaries

“ITE Share Plans” the DSOP, the DSBP, the KCP and PSP

“KCP” the ITE Key Contractors’ Performance Share Plan 2014 (as amended)

“Listing Rules” the Listing Rules of the FCA

“Net Cash Proceeds” the gross cash proceeds of the Transaction, less tax, costs, fees and expenses

“Non-Core Events” events which the Directors believe have less potential for growth

“Numis” Numis Securities Limited

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"Official List" the official list of the UK Listing Authority

"Ordinary Shares" the ordinary shares of one pence each in the capital of the Company

"Preliminary Agreements" the SPA Preliminary Agreement, the Suretyship Preliminary Agreement and the Services Preliminary Agreement

"Prospectus" the prospectus published by the Company on 6 June 2018 in connection with the issue by way of rights of new Ordinary Shares to Shareholders

"PSP" the ITE Employees' Performance Share Plan 2014 (as amended)

"Purchaser" Shtab-Expo LLC

"Resolution" the ordinary resolution to be put to the General Meeting as set out in the notice of General Meeting at the end of this document

"RUB" Rubles, the lawful currency of Russia

"Russia" the Russian Federation

"Sale and Purchase Agreement" the agreement for the sale and purchase of the entire charter capital of ITE Expo LLC to be entered into between the Vendors and the Purchaser, in the form attached to the SPA Preliminary Agreement

"Services Preliminary Agreement" the agreement dated 5 September 2018 between Target and ITE Expo International LLC in relation to the execution of certain agreements for services (including transitional services, loans and leases) to be provided by the Target to ITE Expo International LLC and by ITE Expo International LLC to the Target in each case in the form attached to such Preliminary Agreement

"Shareholders" the holders of Ordinary Shares

"SPA Preliminary Agreement" the agreement dated 5 September 2018 between the Vendors and the Purchaser in relation to the execution of the Sale and Purchase Agreement and a call option agreement in relation to the charter capital of the Target in the form attached to such Preliminary Agreement

"Subsidiaries" the Company's subsidiaries

"Suretyship Preliminary Agreement" the agreement dated 5 September 2018 between Mr Alexander Shtalenkov and the Vendors in relation to the execution of a suretyship agreement regarding the obligations of the Purchaser pursuant to the Sale and Purchase Agreement in the form attached to such Preliminary Agreement

"TAG Programme" or "TAG" the Company's strategic "Transformation & Growth Programme"

"Target" ITE Expo LLC

"Transaction" has the meaning given to it in paragraph 1 of Part I of this document

"United Kingdom" or "UK" United Kingdom of Great Britain and Northern Ireland

"Vendors" ITE International Holdings B.V. and ITE Enterprises Limited, both wholly owned Subsidiaries

£ and p pounds Sterling and pence Sterling respectively

All references in this document to laws and regulations are to English laws and regulations, unless otherwise stated, or as the context otherwise requires.

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PART I

LETTER FROM THE CHAIRMAN OF ITE GROUP PLC

(Incorporated and registered in England and Wales with registered number 01927339)

Directors:
Richard Last (Chairman and Non-Executive Director)
Mark Shashoua (Chief Executive Officer)
Andrew Beach (Chief Financial Officer)
Sharon Baylay (Non-Executive Director)
Neil England (Non-Executive Director)
Stephen Puckett (Non-Executive Director)

Registered office
105 Salusbury Road
London
NW6 6RG

5 September 2018

Dear Shareholder

Proposed sale of the entire charter capital of ITE Expo LLC

1. Introduction

On 5 September 2018, the Company announced the entry into the Preliminary Agreements. Under the SPA Preliminary Agreement, the Company has conditionally agreed to the sale of ITE Expo LLC, being the operating company of the Group's Non-Core Events in Russia (excluding the Group's Non-Core Events in Siberia) to the Purchaser (Shtab-Expo LLC) (the "Transaction"). As part of the Transaction, the Group will also enter into other ancillary agreements with ITE Expo LLC, Mr Shtalenkov and the Purchaser which are referred to in the Suretyship Preliminary Agreement and the Services Preliminary Agreement. Mr Shtalenkov owns 99 per cent. of the participatory interests in the charter capital of the Purchaser with the remaining 1 per cent. of participatory interests being held by his spouse.

By way of further background, the Preliminary Agreements are required to ensure that all relevant persons enter into the appropriate and binding legal agreements in order to complete the Transaction. As the agreements under the Transaction are to be entered into by a number of different entities, and taking into account that the SPA Preliminary Agreement is subject to notarial certification in Russia due to local statutory requirements, it is necessary for there to be three separate Preliminary Agreements rather than a single master agreement between the Purchaser and the Vendors.

The Transaction is a related party transaction for the purposes of the Listing Rules because Mr Shtalenkov is the General Director of ITE Expo LLC and is therefore a related party pursuant to the Listing Rules.

Under the terms of the Sale and Purchase Agreement, the Group will receive consideration of RUB 640 million (approximately £8 million) over the nine years following completion of the Transaction together with additional variable consideration of up to RUB 400 million (approximately £5 million) based on the Target's incremental revenue growth during this period.

The Sale and Purchase Agreement incentivises the Purchaser to make earlier payments to satisfy the consideration. If the Purchaser has, by 30 September 2023, paid consideration of RUB 520 million (approximately £6.5 million), exclusive of variable consideration based on incremental revenue growth, this will satisfy in full the Purchaser's obligation to pay the consideration, including any future variable consideration.

The principal terms of the Sale and Purchase Agreement are described in more detail in Part II (Summary of the Principal Terms and Conditions of the Transaction) of this document.

As the Transaction is a related party transaction for the Company under the Listing Rules, completion of the Transaction is conditional on Shareholder approval. Accordingly, a General Meeting at which Shareholders will be asked to approve the Transaction is being convened at the offices of Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT on 24 September 2018 at 9.30 a.m. and a notice convening the General Meeting, at which the Resolution will be proposed, is set out at the end of this document.

The Board unanimously considers the Transaction to be in the best interests of ITE and its Shareholders as a whole.

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1. Purpose of this document

The purpose of this document is to provide Shareholders with details of the Transaction, to convene the General Meeting, to explain why the Board considers the Transaction to be in the best interests of ITE and its Shareholders as a whole and to recommend that Shareholders vote in favour of the Resolution. Shareholders are being asked to vote in favour of the Resolution because its passing is required in order for the Transaction to occur.

You are recommended to read the whole of this document and not to rely on only part of it.

1. Background to the Transaction

The Group's vision is to become a leading organiser of international trade exhibitions and conferences, specialising in organising 'must-attend' events that help to connect attendees to their target audiences around the world. Exhibitors use the Group's exhibitions and conferences as sales and marketing events, where they interact with visitors, promote new and existing products, generate leads and seek to make sales, with the events acting as an industry platform bringing a business community together under one roof.

In 2017, the Group embarked upon a targeted and clear strategy: the TAG Programme. The TAG Programme comprises three pillars:

1. create a scalable platform to generate organic growth;
2. actively manage ITE's portfolio; and
3. make selective product-led acquisitions.

As reported in its results for the year ended 30 September 2017, good progress has been made on the TAG Programme, with operational and financial momentum leading to improved trading trends across the business. This operational and financial progress has continued through the first half of the 2018 financial year, as demonstrated in the Group's results for the six months ended 31 March 2018. Most recently, this momentum has continued with the completion of ITE's acquisition of the Ascential Exhibitions Business as well as the recent disposals of non-core assets in Malaysia and Indonesia.

The Transaction comprises a key milestone in the active management of the Group's portfolio. ITE Expo LLC holds and operates 56 events, all of which are deemed Non-Core Events within the TAG Programme. Together the Non-Core Events which are the subject of the Transaction contributed only approximately £1.3 million of operating profit in the financial year ended 30 September 2017 and as at that date comprised gross assets of approximately £14.3 million.

1. Strategic rationale

As part of the TAG Programme, and as announced in May 2017 as part of ITE's strategy update, ITE has reviewed its events across the Group and categorised them into Core Events and Non-Core Events. Core Events are considered by the Directors to be "must attend" events both locally and internationally and are further considered to have the greater potential to deliver sustainable growth and hence increased management focus on these events should deliver greater value for Shareholders.

In the Directors' opinion the Non-Core Events, which are smaller in scale, tend to attract a narrower localised audience, and therefore have lower potential for growth. A number of the events that have been categorised as Non-Core Events across the Group would require investment in the near term to ensure that they are fit for purpose over the medium term. The scale of this investment could be material. The Directors believe that such investment would result in little (if any) return, and in the short to medium term would be likely to result in a reduction in the Group's profitability.

ITE has designated 16 events as Core Events in Russia, including the following key brands: MosBuild, WorldFood Moscow, RosuPack and MITT.

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In Russia, 78 events have been designated as Non-Core Events, including all events in Siberia, St. Petersburg and Ekaterinburg and all but one event in Krasnodar. These Non-Core Events include VacuumTech Expo, Stomatology St Petersburg, UMIDS Krasnodar and Jewellery Salon Krasnodar. Excluding the Siberia business, which is not part of the Transaction, there are 56 Non-Core Events in Russia which generated revenues in aggregate of approximately £12.0 million and an operating profit of approximately £1.3 million in the financial year ended 30 September 2017.

Whilst the designation of Core Events and Non-Core Events within Russia is not driven by geography, it is notable that all but one of the Russian Core Events are based in Moscow as this location naturally facilitates international attendance and scale. The Directors believe that within Russia the geographical spread of the Non-Core Events also increases the complexity of the Group's operations, increasing execution risk in what can be a challenging jurisdiction, for events that only represent a small proportion of the Group's underlying profitability as a whole.

Accordingly, ITE has recently completed a reorganisation exercise whereby the Russian Core Events, along with the Non-Core Events in Siberia, which are not part of the Transaction, have been separated into a new legal entity (ITE Expo International LLC) which will be retained by the Group. ITE proposes to dispose of ITE Expo LLC, which now operates only the Russian Non-Core Events (excluding those in Siberia).

The proposed Transaction allows the Company to realise value for this portfolio of smaller, lower-growth Russian events in line with the Group's strategy and objectives.

The Company is currently considering a number of options regarding its events in Siberia, all of which are Non-Core Events.

5. Information on Mr Shtalenkov

The Transaction comprises a sale, on arm's length terms, to the Purchaser. The Purchaser is the investment vehicle owned by Mr Shtalenkov, the General Director of ITE Expo LLC (with 1 per cent. of the participatory interests in the Purchaser being owned by his spouse). Given the challenges of operating in Russia, the Directors believe that there are limited opportunities to execute a sale of the Russian Non-Core Events to a purchaser not familiar with the underlying business.

Mr Shtalenkov has over 13 years of experience in the Russian events and conferences industry and previously held senior positions within the Russian businesses of Dell and IBM. Due to his position as General Director of ITE Expo LLC, Mr Shtalenkov is deemed to be a related party of ITE and, accordingly, the Transaction is a related party transaction for the purposes of the Listing Rules.

6. Use of proceeds and financial effects of the Transaction

The Directors intend to use the Net Cash Proceeds from the Transaction for the Group's general corporate and working capital purposes.

In the financial year ended 30 September 2017, the Non-Core Events that are the subject of the Transaction contributed approximately £1.3 million to the operating results of the Group.

7. Principal terms of the Transaction

Under the terms of the Sale and Purchase Agreement, the Vendors will sell the entire charter capital of ITE Expo LLC to the Purchaser.

Under the terms of the Sale and Purchase Agreement, the Group will receive consideration of RUB 640 million (approximately £8 million) over the nine years following completion of the Transaction together with additional variable consideration of up to RUB 400 million (approximately £5 million) based on the Target's incremental revenue growth during this period.

The Sale and Purchase Agreement incentivises the Purchaser to make earlier payments to satisfy the consideration. If the Purchaser has by 30 September 2023 paid consideration of RUB 520 million (approximately £6.5 million), exclusive of variable consideration based on incremental revenue growth, this

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will satisfy in full the Purchaser's obligation to pay the consideration, including any future variable consideration.

The Transaction is conditional, inter alia, upon obtaining the approval of Shareholders at the General Meeting.

The SPA Preliminary Agreement, which governs entry into the Sale and Purchase Agreement, is terminable in the event that its condition (being the passing of the Resolution) is not satisfied by 31 October 2018. In the event that the SPA Preliminary Agreement is terminated, the other Preliminary Agreements will also terminate.

A summary of the principal terms and conditions of the Transaction is set out in Part II (Summary of the Principal Terms and Conditions of the Transaction) of this document. This includes the personal guarantee being given by Mr Shtalenkov regarding the Purchaser's obligations under the Sale and Purchase Agreement; the pledge being given by the Purchaser to the Vendors over its participatory interests in the Target; and the call option arrangements entitling the Vendors to require the Purchaser to return to the Vendors the participatory interests in the Target, under certain default scenarios.

8. Risks relating to the Transaction

The Directors believe that the following are the principal risks in relation to the Transaction:

• the Vendors may be liable in respect of any breach of the warranties, indemnities or undertakings given by them in the Sale and Purchase Agreement, which are capped at the amount of consideration received; and
• the Purchaser may fail to pay the deferred elements of the consideration to the Vendors, in which case the Vendors would seek to rely on (i) the personal guarantee from Mr Shtalenkov, (ii) the pledge by the Purchaser over the participatory interests in the Target and (iii) the call option arrangements with respect to the Target's charter capital, as described in Part II (Summary of the Principal Terms and Conditions of the Transaction) of this document.

9. Resolution, authorisations and approvals relating to the Transaction

The notice of General Meeting at the end of this document contains a notice convening the General Meeting to be held at the offices of Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT on 24 September 2018 at 9.30 a.m. and contains the Resolution which Shareholders will be asked to pass in order to approve the Transaction.

10. Voting by the Related Parties

As required by the Listing Rules, Mr Shtalenkov will not vote on the Resolution and he has undertaken to take all reasonable steps to ensure that his Associates will not vote on the Resolution.

11. Action to be taken

You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Registrar, Equiniti Limited, as soon as possible and, in any event, so as to arrive not later than 9.30 a.m. on 22 September 2018. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so. You may also submit your proxy electronically at www.sharevote.co.uk using your Investor Code found on the Form of Proxy. If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the issuer's agent, ID RA19, so that it is received no later than 9.30 a.m. on 22 September 2018.

12. Further information

The expected timetable of principal events is set out on page 2 of this document. Your attention is drawn to the further information set out in Part II (Summary of the Principal Terms and Conditions of the Transaction)

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and the notice of General Meeting set out at the end of this document. You are advised to read the whole of this document and not to rely solely on the summarised information contained within this letter.

13. Fair and reasonable

The Board, which has been advised by Numis as sponsor in respect of the Transaction, considers the Transaction to be fair and reasonable so far as the Shareholders as a whole are concerned. In providing its advice to the Board, Numis has taken into account the Board's commercial assessment of the Transaction.

The Board believes the Transaction and the Resolution to be in the best interests of ITE and the Shareholders as a whole. Accordingly, the Directors unanimously recommend that the Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors (all of whom hold Ordinary Shares) intend to do in respect of their own beneficial holdings amounting, in aggregate, to 1,551,096 Ordinary Shares, representing approximately 0.21 per cent. of the issued ordinary share capital of the Group as at 31 August 2018.

Yours faithfully,

Richard Last

Chairman

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PART II

SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE TRANSACTION

On 5 September 2018, the Vendors entered into the SPA Preliminary Agreement pursuant to which, subject to Shareholder consent, they agreed to execute the Sale and Purchase Agreement for the sale of the entire charter capital of ITE Expo LLC to the Purchaser.

As part of the Transaction, the Vendors and ITE Expo International LLC will also enter into other ancillary agreements with the Purchaser, Mr Shtalenkov and ITE Expo LLC which are referred to in the Suretyship Preliminary Agreement and the Services Preliminary Agreement.

The Preliminary Agreements, the Sale and Purchase Agreement and all related transaction documentation are governed by the laws of Russia.

1. Consideration

The Purchaser has agreed to acquire the Target for cash consideration of RUB 640 million (approximately £8 million) along with annual tranches of variable consideration equal to 15 per cent. of the Target's incremental annual revenue growth. All consideration is payable over a nine year period with payment of the first quarter's fixed consideration being payable on 31 December 2018. Consideration based on the Target's incremental revenue growth is capped at RUB 400 million (approximately £5 million).

If by 30 September 2023 the Purchaser has paid all sums due to date and pre-paid a further amount so that the remaining outstanding consideration (excluding consideration based on the Target's future incremental revenue growth) is less than RUB 120 million (approximately £1.5 million), the remaining consideration will be subject to a downwards adjustment and will be deemed to be paid in full as at that date.

Performance of the Purchaser's obligations under the Sale and Purchase Agreement, including payment of all consideration, is secured by a personal guarantee from Mr Shtalenkov and a pledge over the Purchaser's holding of the entire charter capital of ITE Expo LLC in favour of the Vendors. The Vendors also have the benefit of a call option, to be entered into pursuant to the SPA Preliminary Agreement, over the entire charter capital of ITE Expo LLC whereby, if consideration in excess of RUB 80 million (approximately £1 million) is due and unpaid at any time, the Vendors can exercise their call over the charter capital of the Target for a nominal cash sum.

All amounts payable to the Vendors under the Sale and Purchase Agreement, and all other monetary amounts referred to in the Sale and Purchase Agreement (for example, references to the Target's incremental growth), are expressed and, where applicable, payable in Rubles.

2. Condition and Completion

Completion of the Preliminary Agreements is conditional upon the passing of the Resolution at the General Meeting and it is therefore expected that completion of the Preliminary Agreements will occur on or around 24 September 2018. If the condition is not fulfilled by 31 October 2018 then the Preliminary Agreements, together with the obligation to execute the Sale and Purchase Agreement and the other agreements referred to in the Services Preliminary Agreement and the Suretyship Preliminary Agreement, will terminate.

On completion of the Preliminary Agreements, the Sale and Purchase Agreement and all ancillary documentation (including all other agreements referred to in the Services Preliminary Agreement and the Suretyship Preliminary Agreement) will be executed by the parties thereto. Completion of the formalities for the transfer of the entire charter capital in the Target to the Purchaser is expected to occur within 10 business days of completion of the Preliminary Agreements, to allow for the required notarial process to take place in Russia.

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1. Conduct of the Target's business

The Sale and Purchase Agreement contains restrictions on the Purchaser in relation to use of the ITE name and ITE intellectual property following Completion together with customary covenants as to the operation of the Target's business during the period while the consideration is payable.

1. Warranties and indemnities

The Sale and Purchase Agreement contains warranties, covenants, undertakings, limitations and indemnities that are customary for a transaction of the size and nature of the Transaction, including in relation to:

• authorisations, valid obligations and consents for the entry into the Sale and Purchase Agreement; and
• ITE Expo LLC's charter capital.

The Vendors have provided limited warranties and indemnities in relation to operational matters, reflecting Mr Shialenkov's role as General Director of the Target.

The Sale and Purchase Agreement also contains an indemnity by the Vendors in favour of the Purchaser with respect to acts or omissions by the General Director of ITE Expo LLC made (a) in accordance with ITE's instructions on specific finance, accounting and tax matters (being those matters in relation to which the Group had oversight during its period of ownership) prior to Completion and (b) in relation to the Core Events business in Russia during the period after he stepped down from operational decision making for the Core Events in December 2017.

1. Transitional services arrangements

The Services Preliminary Agreement provides that ITE Expo International LLC (being the Subsidiary operating the Group's retained Core Events in Russia) will enter into a transitional services agreement pursuant to which it will provide certain services to, and receive certain services from, the Target during the period between completion of the Transaction and 1 October 2019. The mutuality of obligations in this regard is due to the complexities of the separation of certain operational matters regarding the Core Events and the Non-Core Events in Russia.

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PART III

ADDITIONAL INFORMATION

1. Persons responsible

The Directors of the Company, whose names appear on page 13 of this document, and the Company accept responsibility for the information contained in this document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Incorporation and registered office

2.1 The Company's legal and commercial name is ITE Group plc. The Company is a public limited company incorporated and registered in England and Wales on 28 June 1985 as a public company limited by shares with the name Multitrust Investment plc. The Company changed its name to Multitrust plc on 14 November 1986, to Cementone plc on 10 January 1994 and subsequently to ITE Group plc on 19 March 1998. The Ordinary Shares are admitted to the premium segment of the Official List and traded on the main market for listed securities of the London Stock Exchange. The Company operates under the Act and its registered number is 01927339.

2.2 The Company is domiciled in the UK. Its registered office and corporate headquarters is at 105 Salusbury Road, London NW6 6RG (Tel. No. 020 7596 5000 or, if dialling from outside the UK, +44 20 7596 5000).

2.3 The principal laws and legislation under which the Company operates, and under which the Ordinary Shares have been created, are the Act and regulations made thereunder.

3. Major Shareholders

The Company has been notified under the FCA's Disclosure and Transparency Rule 5 ("DTR5") as at 28 August 2018 of the following significant holdings of voting rights in its Ordinary Shares:

Name of Shareholder	Number of Ordinary Shares	Percentage of Ordinary Share Capital
Brandes Investment Partners	99,237,987	13.38
RWC Partners	75,879,788	10.23
Fidelity Management & Research	48,839,585	6.59
BlackRock	40,459,910	5.46
Invesco Trimark	35,687,081	4.81
Amiral Gestion	32,194,082	4.34
Bestinver Asset Management	31,331,470	4.22
JO Hambro Capital Management	30,055,820	4.05
Mawer Investment Management	30,039,634	4.05
Legal & General Investment Management	29,717,990	4.01
Fidelity Institutional Asset Management	25,321,452	3.41
Neptune Investment Management	23,231,159	3.13
MN Services	22,588,882	3.05
Vanguard Group	19,610,471	2.64
Aberdeen Standard Investments	18,526,203	2.50

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4. Directors

The Directors of the Company and their positions as at the date of this document are as follows:

Name of Director	Position
Richard Last	(Chairman and Non-Executive Director)
Mark Shashoua	(Chief Executive Officer)
Andrew Beach	(Chief Financial Officer)
Sharon Baylay	(Non-Executive Director)
Neil England	(Non-Executive Director)
Stephen Puckett	(Non-Executive Director)

5 Directors' interests in the Company

5.1 As at 31 August 2018, the Directors collectively held 1,551,096 Ordinary Shares.

5.2 The interests (all of which are beneficial unless otherwise stated) of the Directors (including family interests) in the share capital of the Company or (so far as is known or could with reasonable diligence be ascertained by the relevant Director) interests of a person connected with a Director at 31 August 2018 are as follows:

Director	Ordinary Shares	Percentage of issued share capital
Richard Last	250,000	0.0337%
Mark Shashoua	1,066,521	0.1438%
Andrew Beach	41,250	0.0056%
Sharon Baylay	28,325	0.0038%
Neil England	137,500	0.0185%
Stephen Puckett	27,500	0.0037%

• Linda Jensen, a former Non-executive Director who retired from the Board in April 2018 also held 5,000 shares as at 10 April 2018.

The Directors, as employees and potential beneficiaries, also have an interest in 1,888,170 Ordinary Shares held by the ESOT as at 31 August 2018. The ESOT held 2,506,133 Ordinary Shares as at 31 August 2018.

5.3 The Directors held the following options in respect of Ordinary Shares and awards of Ordinary Shares under the terms of the ITE Share Plans at 31 August 2018.

PSP awards outstanding

Date of award	No. of shares under award	Share price of shares on grant (pence)	End of period over which employment conditions must be met
Mark Shashoua
16 June 2017	700,740	155.5	30 September 2019
4 December 2017	413,385	181	30 September 2020
Total	1,114,125

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Date of award	No. of shares under award	Share price of shares on grant (pence)	End of period over which employment conditions must be met
Andrew Beach
16 June 2017	347,515	155.5	30 September 2019
4 December 2017	192,913	181	30 September 2020
Total	540,428
DSBP awards outstanding
Date of award	No. of shares under award	Share price of shares on grant (pence)	Vesting Date
Mark Shashoua
4 December 2017	160,256	181	4 December 2020
Total	160,256
Andrew Beach
4 December 2017	73,361	181	4 December 2020
Total	73,361

No consideration was payable in respect of the grant of any of these options or awards.

6 Directors' service contracts and benefits upon termination

6.1 The table below sets out a single figure for the total remuneration received by each Director for the year ended 30 September 2017 and the prior financial year.

	1. Base salary/fees		2. Benefits1		3. Pension		4. Annual Bonus2		5. Long-term incentives3		Total Remuneration
	2017 £000	2016 £000	2017 £000	2016 £000	2017 £000	2016 £000	2017 £000	2016 £000	2017 £000	2016 £000	2017 £000	2016 £000
Executive Directors
Mark Shashoua	450	384	1	1	45	4	539	0	0	0	1,035	43
Andrew Beach	2475	0	1	0	25	0	247	0	0	0	520	0
Former Executive Directors
Russell Taylor6			0	1	0	45	113	122	0	0	113	618
Non-Executive Directors
Marco Sodi			-	-	-	-	-	-	-	-	163	160
Sharon Baylay	46	46									46	46
Neil England	76	48	-	-	-	-	-	-	-	-	76	48
Linda Jensen	58	55	-	-	-	-	-	-	-	-	58	55
Stephen Puckett	53	52	-	-	-	-	-	-	-	-	53	52

1. Taxable benefits include private medical insurance contributions.
2. Annual bonus paid for performance over the relevant financial year. These shares will be held in the ITE Group Employees' Share Trust. The entire 2016 bonus was payable in cash.
3. There was no vesting of long-term incentive awards in relation to performance periods concluding 30 September 2017 or 2016.
4. This is a pro-rated amount of Mark Shashoua's annual salary as he was appointed to the Board on 1 September 2016.
5. This is a pro-rated amount of Andrew Beach's annual salary as he was appointed to the Board on 17 October 2016.
6. As detailed in last year's Directors' Remuneration Report, Russell Taylor ceased to be an Executive Director of the Company on 31 August 2016 as part of an orderly leadership transition.

6.2 As both Mark Shashoua and Andrew Beach were appointed in 2016, they were not eligible for a pay review during the financial year ended 30 September 2017.

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6.3 A former Non-Executive Director, Marco Sodi, resigned as Chairman on 11 July 2017 and left the Board with effect from 11 October 2017. Marco continued to receive his fee on a monthly basis until 11 January 2018, pursuant to the terms of his letter of appointment, which included a six month notice period.

6.4 A former Executive Director, Russell Taylor, ceased to be an Executive Director of the Company on 31 August 2016 as part of an orderly leadership transition. As he remained in active employment in the transition period between 1 October 2016 and 31 December 2016 prior to taking garden leave, he remained eligible to earn a pro rata bonus based on pre-set performance targets, and, in respect of this, £113,000 was paid wholly in cash as per the Group's policy for non-PLC Directors. He was not eligible to be considered for a bonus for the period when he was on garden leave from 1 January 2017.

6.5 Including such payments, in the year ended 30 September 2017, the aggregate total remuneration paid (including contingent or deferred compensation) and benefits in kind granted (under any description whatsoever) to the Directors by members of the Group was £2,064,000.

6.6 Richard Last was appointed as a non-executive director on 12 February 2018. Richard's remuneration is £168,300 per annum net of the appropriate deductions for PAYE tax and National Insurance contributions.

1. Service contract of Mr Shtalenkov

Mr Shtalenkov entered into an employment agreement with the Target on 1 June 2005 in respect of his role as general director of the Target. The agreement may be terminated by either party serving at least six months' written notice on the other. The basic annual salary payable to Mr Shtalenkov is RUB 19,012,838 per annum, together with a discretionary bonus of up to 65 per cent. of his basic salary. Following completion of the transaction, Mr Shtalenkov's employment with the Target is expected to continue and he will therefore no longer be employed by an entity in the Group.

1. Mr Shtalenkov's interests in shares

As at 4 September 2018 (being the last practicable date prior to the publication of this document), Mr Shtalenkov was beneficially interested in 84,500 Ordinary Shares.

1. Mr Shtalenkov's share options

As at 4 September 2018 (being the last practicable date prior to the publication of this document), Mr Shtalenkov held the following options in respect of Ordinary Shares:

PSP Awards Outstanding

Date of award	No. of shares under award	Share price of shares on grant (pence)	End of period over which employment conditions must be met
16 June 2017	187,717	155.5	30 September 2019
4 December 2017	164,931	181	30 September 2020
Total	352,648

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DSOP (Unapproved) awards outstanding

Date of award	No. of shares under award	Share price of shares on grant (pence)	Vesting Date
12 January 2015	161,430	90.14	12 January 2018
8 January 2016	145,287	90.76	8 January 2019
Total	306,717

10. Related party transactions

Other than as disclosed in the financial information for the years ended 30 September 2015, 2016 and 2017 (see note 27 to the 2015 Annual Report and Accounts, note 28 to the 2016 Annual Report and Accounts and note 29 to the 2017 Annual Report and Accounts) there were no related party transactions entered into by members of the Group.

11. Significant change

There has been no significant change to the financial or trading position of the Group since 31 March 2018, being the end of the last financial period for which a half-year report has been published, other than arising from the Acquisition of the Ascential Exhibitions Business for a consideration of £300 million as announced on 15 May 2018 and which completed on 17 July 2018. The Acquisition of the Ascential Exhibitions Business resulted in an increase in the Group's net assets to £340.7 million as at 31 July 2018 (compared to £83.5 million as at 31 March 2018) and an increase in net debt to £89.3 million as at 31 July 2018 (compared to £51.2 million as at 31 March 2018).

12. Material contracts

12.1 A description of the principal terms of the Sale and Purchase Agreement is set out in Part II (Summary of the Principal Terms and Conditions of the Transaction) of this document.

12.2 Please refer to paragraph 11 on pages 227 to 231 (inclusive) of the Prospectus for a summary of certain material contracts (not being contracts entered into in the ordinary course of business) entered into by the Group during the period beginning two years before the date of this document. The Prospectus is available on the Company's website, as set out in paragraph 14 below.

12.3 Save as set out in paragraph 12.1 and 12.2 above, there are no (i) material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the Company or any other member of the Group within two years immediately preceding the date of this document or (ii) contracts (not being contracts entered into in the ordinary course of business) entered into at any time by the Company or any other member of the Group which contain provisions under which any member of the Group has any obligation or entitlement which is or may be material to the Group as at the date of this document.

13. Advisers and consents

Numis has given, and has not withdrawn, its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which they appear.

14. Incorporation by reference

The below sets out the information incorporated by reference into this document, so as to provide the information required pursuant to the Listing Rules. The Prospectus is also available on the Company's website at http://www.ite-exhibitions.com.

Information incorporated into this document from Prospectus	Page number(s) in such document	Location of incorporation in this document	Page number(s) in this document
16	227 to 231 (inclusive)	Paragraph 12.2 of this Part III	16

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1. Documents available for inspection

15.1 Copies of the following documents may be inspected at the registered office of the Company and at the offices of Macfarlanes LLP at 20 Cursitor Street, London EC4A 1LT, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting:

(a) this document and the Form of Proxy;
(b) the Preliminary Agreements;
(c) the Sale and Purchase Agreement and all other agreements referred to in the Preliminary Agreements;
(d) the Company's memorandum and articles of association;
(e) the audited financial statements of ITE Group Plc for each of the financial years ended 30 September 2015, 30 September 2016 and 30 September 2017;
(f) the interim unaudited consolidated financial statements of the Company and its subsidiaries as at and for the six months ended 31 March 2018, published on 15 May 2018; and
(g) the consent letter referred to in paragraph 13 of this Part III.

15.2 The above documentation will also be available for inspection on the date and at the place of the General Meeting for at least 15 minutes before the General Meeting is held until its conclusion.

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Company No: 01927339

(Incorporated and registered in England and Wales with registered number 01927339)

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of ITE Group plc (the "General Meeting") will be held at 9.30 a.m. on 24 September 2018 at 20 Cursitor Street, London EC4A 1LT for the purpose of considering and, if thought fit, passing the following resolution, which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

That (i) the proposed sale by ITE International Holdings B.V. and ITE Enterprises Limited, subsidiaries of ITE Group plc (the "Company"), of the entire charter capital of ITE Expo LLC (the "Sale"), as described in a circular to shareholders dated 5 September 2018 (the "Circular"), pursuant to the terms of an agreement to be entered into between ITE International Holdings B.V., ITE Enterprises Limited and Shtab-Expo LLC in the form attached to the preliminary agreement entered into by those parties dated 5 September 2018 (the "SPA Preliminary Agreement") and (ii) the entry by (a) ITE International Holdings B.V. and ITE Enterprises Limited and (b) ITE Expo International LLC, a wholly owned subsidiary of the Company, into the documents referred to in certain other preliminary agreements between ITE International Holdings B.V., ITE Enterprises Limited and ITE Expo International LLC, on the one hand, and ITE Expo LLC and Mr Alexander Shtalenkov, on the other, dated 5 September 2018, all as described in the Circular, be and is hereby approved and the directors of the Company and of any relevant subsidiaries of the Company be and are hereby generally and unconditionally authorised to do all such acts and things and execute all such deeds and documents as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the Sale in accordance with the terms set out in the SPA Preliminary Agreement and the preliminary agreements referred to above, subject to such immaterial amendments or variations thereto as the Directors of the Company may in their absolute discretion agree.

Dated 5 September 2018

By order of the Board

Registered Office:

105 Salusbury Road

London

NW6 6RG

Notes:

Note 1

Holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the General Meeting. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the meeting. A shareholder can appoint the Chairman of the meeting or anyone else to be his/her proxy at the meeting. A proxy need not be a shareholder. More than one proxy can be appointed in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that shareholder. To appoint more than one proxy, the proxy form should be photocopied and completed for each proxy holder. The proxy holder's name should be written on the proxy form together with the number of shares in relation to which the proxy is authorised to act. A failure to specify the number of shares each proxy appointment relates to or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. The box on the proxy form must also be marked with a cross to indicate that the proxy instruction is one of multiple instructions being given. All proxy forms must be signed.

The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in Note 2), will not prevent a shareholder attending the General Meeting and voting in person if he/she wishes to do so.

A form of proxy is enclosed with this notice. To be valid, the form of proxy, together with the power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority), must be deposited with the Company's Registrars, Equiniti Limited, not later than 9.30 a.m. on 22 September 2018 or not less than 48 hours before the time of the General Meeting if it is adjourned. To appoint a proxy online (which must be done by the same deadline as above), shareholders may go to the following website: HYPERLINK "http://www.sharevote.co.uk" www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number printed on the face of the accompanying Form of Proxy.

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Alternatively, if you have already registered with the Registrars' on-line portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk. Once logged in, simply click 'View' on the 'My investments' page and then click on the link to vote. Instructions are given on the website.

A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder.

Note 2

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Equiniti Limited (ID RA19) not later than 9.30 a.m. on 22 September 2018 or not less than 48 hours before the time of the General Meeting if it is adjourned. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti Limited is able to retrieve the message by enquiry to CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (2001 No.3755) (as amended).

Note 3

A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she is nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statements of the rights of members in relation to the appointment of proxies in notes 1 and 2 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered members of the Company.

Note 4

Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), only those shareholders registered in the register of members of the Company as at 6.30 p.m. on 22 September 2018 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the meeting is adjourned for a longer period then, to be so entitled, a member must be entered on the Company's register of members at 6.30 p.m. on the date which is two days prior to the date fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.

Note 5

As at 4 September 2018, the Company's issued share capital consists of 741,618,456 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company as at 4 September 2018 are 741,618,456.

Note 6

All shareholders and their proxies attending have the right to ask questions at the meeting. The Company will answer any such questions relating to the business of the meeting, but it may not answer if (a) if it would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is not desirable in the interests of the Company or the good order of the meeting that the question be answered.

Note 7

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

Note 8

You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006 provided in this notice (or in any related documents including the Prospectus and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Note 9

A copy of this notice can be found at www.ite-exhibitions.com.

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