CONFIDENTIAL TO THE RECIPIENT OF THIS DOCUMENT. DO NOT FORWARD. NOT FOR DISTRIBUTION OUTSIDE THE UNITED KINGDOM

VH Global Sustainable Energy Opportunities plc: Intermediaries Offer -

Information for Intermediaries

6 January 2021

1

CONTENTS

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INTRODUCTION4KEY INFORMATION FOR INTERMEDIARIES6INTRODUCTION15APPLICATION TO BE APPOINTED AS AN INTERMEDIARY15STATUS OF THESE TERMS AND CONDITIONS15CAPACITY AND LIABILITY16ELIGIBILITY TO BE APPOINTED AS AN INTERMEDIARY17AUTHORISED DISTRIBUTOR INTERMEDIARIES17CONSENT TO BEING NAMED AS A FINANCIAL INTERMEDIARY18AUTHORISATION TO USE THE PROSPECTUS19DISTRIBUTION OF ELECTRONIC AND PRINTED COPIES OF THE PROSPECTUS19ACCEPTANCE OF NEW RETAIL INVESTORS19INTERMEDIARY'S RESPONSIBILITY FOR INFORMATION AND COMMUNICATIONS19INTERMEDIARY'S DESIGNATED WEBSITE20THE PLACING AND OFFER FOR SUBSCRIPTION20ADVERTISEMENTS2016. PUBLICATIONS, PRESS RELEASES AND COMMUNICATIONS WITH THE PERMITTED PRESS23PROVISION OF COPIES OF ALL COMMUNICATIONS AND PUBLICATIONS27NO USE OF SOCIAL MEDIA27LINKS TO OTHER WEBSITES27CONDUCT IN RELATION TO THE INTERMEDIARIES OFFER27DETAILS ON APPLYING FOR SHARES ON BEHALF OF RETAIL INVESTORS27COMMISSIONS AND FEES PAYABLE TO THE INTERMEDIARIES AND FEES WHICH MAY BE CHARGED TO RETAIL INVESTORS BY INTERMEDIARIES30ALLOCATIONS AND DEALINGS32DELIVERY OF SHARES33PAYMENT33REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS GIVEN BY EACH INTERMEDIARY33AUDIT38INDEMNITY38TERMINATION39GOVERNING LAW AND JURISDICTION40APPENDIX 1: WEB GATEWAY DISCLAIMER40APPENDIX 2: LEGENDS FOR PRESS RELEASES43APPLICATION TO BE APPOINTED AS AN INTERMEDIARY IN CONNECTION WITH THE INTERMEDIARIES OFFER44

Introduction

Capitalised terms used but not defined in this "Introduction" section and the "Key Information for Intermediaries" section are defined in the Terms and Conditions and mean the same where used in those sections.

VH Global Sustainable Energy Opportunities plc (the "Company") is proposing to undertake an initial public offering ("IPO") of up to 400 million ordinary shares of £0.01 each in the capital of the Company (the "Shares") at £1.00 per Share and admission of the Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange’s main market for listed securities ("Admission"). A Prospectus (as defined in the Terms and Conditions) is expected to be published on or around 6 January 2021. It is currently expected that the IPO will include (i) a placing to certain institutional investors in the United Kingdom and elsewhere (the "Placing"); (ii) an offer for subscription to investors in the United Kingdom("UK") (the "Offer for Subscription"); and (iii) an offer of Shares by the intermediary financial institutions (participating on behalf of Retail Investors (defined below)) ("Intermediary" or "Intermediaries") appointed by the Company in the United Kingdom (the "Intermediaries Offer"), together, the "Offer".

Please read this document carefully, as it includes the terms and conditions that your firm is required to accept, without modification and in full, if your firm is to participate as an Intermediary.

This document and the information contained in it are confidential. Whether your firm decides to apply to participate or not, prior to the publication of the Prospectus, you are not permitted to disclose any information about the Offer or to indicate that your firm will be participating as an Intermediary or to solicit or accept any requests for information on or expressions of interest in the Offer from potential Retail Investors. For further details see "Prior to the date of the prospectus" on page 22. The terms and conditions in this Information Booklet set out when and the manner in which you will be authorised to communicate in relation to the Offer in the event that your application is successful. Confidentiality is of the utmost importance. Should you be found not to have complied with the foregoing, this will jeopardise your firm's potential involvement as an Intermediary in the Offer and all other rights are reserved in this regard.

You should also take careful note of the restrictions on advertising and communicating information on the Offer that will be imposed. If your firm wishes to participate as an Intermediary, please check that your firm has the necessary regulatory approvals (see page 16) and complete and return the application form at the back of this document to intermediaries@solid-solutions.co.uk as soon as possible and in accordance with the instructions on the form.

Your firm's application to participate will then be reviewed. Your firm's acceptance as an Intermediary will not be confirmed until you have received an email approving your firm's participation sent by Solid Solutions Associates (UK) Limited in its capacity as Intermediaries Offer Adviser. You must, however, abide strictly by the terms and conditions in this document with immediate effect and on a continuing basis in order to be eligible to be considered for appointment as an Intermediary and not to put any such appointment at risk.

If you have any queries, please contact Nigel Morris either on 07850 825701 or by email: intermediaries@solid-solutions.co.uk

Key Information for Intermediaries

This section contains certain key information in relation to the IPO and the arrangements for Intermediaries. The contents of this section are qualified entirely by the full Terms and Conditions of the Intermediaries Offer set out in this Information Booklet.

The potential IPO by VH Global Sustainable Energy Opportunities plc is likely to include an Intermediaries Offer as well as the Placing and Offer for Subscription, which are collectively referred to as the Offer.

It is expected that the Offer will open on or around 6 January 2021, the same day as the publication of the Prospectus in connection with the IPO. It is currently expected that the Intermediaries Offer will be open for 15 business days following the publication of such Prospectus.

The Intermediaries Offer

· The Intermediaries Offer will be open to Retail Investors (defined on page 7) physically located in the United Kingdom.

· Retail Investors will be able to apply for Shares in the Intermediaries Offer through participating Intermediaries who are able to offer them to Retail Investors in the United Kingdom, who will apply for Shares on behalf of their Retail Investors.

· There will be a minimum application amount of £1,000 per Retail Investor to apply in the Intermediaries Offer.

· There will be no maximum application amount to apply in the Intermediaries Offer.

· There will be no more than one application per Retail Investor.

· Subject to the Shares being listed on the premium segment of the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange ("Admission") taking place and subject to the Terms and Conditions, each Intermediary may:

· elect to the extent permissible by the rules of the Financial Conduct Authority or any other applicable regulatory body (the "Rules") to be paid either a commission of 0.5 per cent. of the Allocation Value (as defined on page 11) in cash or Shares; or

· elect to receive a payment in connection with, inter alia, the administering of corporate actions and/or advertising in relation to the Intermediaries Offer, equal to such an amount in that respect as is notified by the relevant Intermediary to Computershare Investor Services PLC in its capacity as receiving agent ("Computershare"), prior to the close of the Intermediaries Offer, subject to a cap equal to 0.5 per cent. of the Allocation Value of the Shares allocated to, and paid for by, such Intermediary in the Intermediaries Offer; or

· elect to receive no commissions or fees.

· Intermediaries are also permitted to charge their Retail Investors an additional amount in fees and commissions, provided that the aggregate of the commissions and fees received by the Intermediary, from Computershare and Retail Investors do not exceed the lower of (a) 2.5 per cent. of the aggregate value of the Shares allocated to and paid for by such Intermediary and (b) such Intermediary's normal charges for services of this nature. See "Commissions and fees" below for a more detailed summary.

· Retail Investors in the Intermediaries Offer may acquire Shares free of the basic rate (0.5 per cent.) of stamp duty or stamp duty reserve tax.

· The extent of marketing and promotion of the Intermediaries Offer that each Intermediary undertakes will be a decision solely for each Intermediary and the cost will be solely borne by each such Intermediary. An Intermediary is however obliged to refer to the Offer on their website.

· By no later than the end of the Offer period, such Offer period to begin from the publication of the Prospectus and to end on a date specified in the Prospectus (the "Offer Period"), each Intermediary is to submit to Computershare an Intermediaries Offer Order Form (as defined in the Terms and Conditions) on behalf of (and as agent for) its Retail Investors.

Website

A website hosted by the Company (the "Website") will display general information about the Offer.

The Website will also contain a list of the participating Intermediaries. The list will include participating Intermediaries and will allow Retail Investors to confirm whether their stockbroker or share dealing service is a participating intermediary. The Intermediary may choose to include a link from their name to their website home page. The list will contain each Intermediary's contact details (website address and/or telephone number).

Intermediary Websites

Intermediaries must adopt one or a combination of the following approaches to their websites:

(a) Intermediaries may host pages on the Offer on their website (provided access to such pages is restricted by a Web Gateway Disclaimer, as defined in and in accordance with paragraph 12 of the Terms and Conditions; and/or

(b) Intermediaries may include just a banner on their home page, which invites Retail Investors to contact the Intermediary for more information and to apply to the Intermediary for Shares in the Intermediaries Offer (for example, over the telephone or by post).

Intermediaries are required to take appropriate steps to ensure that access to the Offer pages is only available to those persons physically located in the UK through the use of a Web Gateway Disclaimer.

Factsheet

A factsheet will be provided to Intermediaries in electronic (PDF) format on publication of the Prospectus. The factsheet will contain information about the Company and Victory Hill Capital Advisors LLP (the "Investment Adviser") (the "Factsheet"). The Factsheet will be issued by the Investment Adviser and approved by G10 Capital Limited (the “Investment Manager”).

The Factsheet (or the content within it) may be used by Intermediaries as permitted by the Terms and Conditions. Intermediaries can publish the Factsheet on their Designated Websites.

Intermediary Advertising and Communications

Intermediaries are not permitted to seek or accept any applications for Shares before the publication of the Prospectus.

Intermediaries will be free from the date on which the Prospectus is published to advise their Retail Investors that they have been appointed as an Intermediary in connection with the Intermediaries Offer. Before that date, Intermediaries are not permitted to disclose any information about the Offer or to indicate that they will be participating as an Intermediary or to solicit or accept any requests for information on or expressions of interest in the Offer from potential Retail Investors. For further details see "Prior to the date of the prospectus" on page 22. Failure to comply with these requirements may lead to the removal of the defaulting Intermediary from the Offer process or lead to a reduction of commissions (if elected) and/or fees to be paid to such Intermediary.

Any advertising material, screen-based information or other communications concerning the Offer issued by the Intermediary (or on its behalf) shall be the sole responsibility of the Intermediary and must comply with the Terms and Conditions and all relevant laws and regulations. No advertising materials or other communications (including the Prospectus and the key information document relating to the Company (the "PRIIPs KID")) should be sent, or directed at persons, outside of the United Kingdom.

Detailed information about what is, and is not, permitted in terms of advertising, marketing materials and website content can be found in the Terms and Conditions. Intermediaries' obligations under any applicable law and regulation continue to apply.

The extent of marketing and promotion of the Intermediaries Offer that each Intermediary undertakes will be a decision solely for each Intermediary and the cost will be borne solely by each such Intermediary. An Intermediary is however obliged to refer to the Offer on their website as detailed in the relevant section.

Publications, Press Releases and Communications with the Permitted Press

Intermediaries may issue their own press releases and are permitted to communicate with the Permitted Press in the United Kingdom, subject in all cases to the Terms and Conditions. Those Intermediaries who expect to be in contact with the press should contact the Intermediaries Offer Adviser, at intermediaries@solid-solutions.co.uk

Intermediaries are not permitted, at any time, to speak to members of the press based outside the United Kingdom, about the Offer

Intermediaries’ Queries

For any queries in relation to the Intermediaries Offer, please email intermediaries@solid-solutions.co.uk

Intermediaries should not refer prospective Retail Investors to the Intermediaries’ email addresses provided by the Intermediaries Offer Adviser, or include the email addresses in any published material. Reference to the Website (as shall be notified to the Intermediaries) is permitted.

Overseas Persons

Intermediaries may accept applications from individuals located only in the United Kingdom, but only if they are appropriately authorised or regulated to do so. The Prospectus will specify that Retail Investors must comply with all laws and regulations applicable to their agreement to purchase Shares.

Retail Investors that can apply for Shares in the Intermediaries Offer

"Retail Investors" comprise investors in the usual type of the Intermediary's client base, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

· Retail Investors may apply to purchase Shares in the Intermediaries Offer through an intermediary. Retail Investors may also make applications that are designated to be made on behalf of an individual aged under 18.

· Applications can be made through Intermediaries from an Individual Savings Account ("ISA"), a Junior Individual Savings Account ("Junior ISA") or a Self-Invested Personal Pension ("SIPP"), in each case in the United Kingdom. Individuals aged between 16 and 18 resident in the United Kingdom may apply to purchase Shares in the Intermediaries Offer through an Intermediary only if those Shares are to be held in a Junior ISA.

Multiple and Joint Applications

Only one application for Shares may be made for the benefit of any one person in the Intermediaries Offer. Intermediaries may not make multiple applications on behalf of the same Retail Investors. If and when Intermediaries are communicating with any potential Retail Investor they should bring to their attention that multiple applications are not allowed. However, Intermediaries are not obliged to enquire with Retail Investors, or other Intermediaries, as to whether the Retail Investor is applying in the Intermediaries Offer through another Intermediary.

Joint applications are permitted in the Intermediaries Offer.

Prospectus and PRIIPS KID

When the Offer opens, each Intermediary will be sent an electronic (PDF) copy of the Prospectus and PRIIPS KID. The Prospectus and PRIIPS KID supplied will not contain an application form for use in connection with the Intermediaries Offer. The Prospectus may be placed on the Intermediary's Designated Website, if it has one. Intermediaries will be required to ensure that access to the Prospectus and any other information related to the Offer is restricted to persons who confirm that they are physically located in the United Kingdom. In addition, if Intermediaries are requested by the Company and/or the Intermediaries Offer Adviser to include, or provide links, on their Designated Website to any other documents or information relating to the Offer or the Company, each Intermediary shall be required to do so. Intermediaries will be able to request a reasonable number of printed copies of the Prospectus by emailing the Intermediaries Offer Adviser, at intermediares@solid-solutions.co.uk a minimum of five business days prior to the expected date for publication of the Prospectus.

Authorised Distributor Intermediaries

It is possible for an Intermediary to apply to the Company to be appointed as an authorised distributor Intermediary in connection with the Intermediaries Offer ("Authorised Distributor Intermediary").

An Authorised Distributor Intermediary is an Intermediary which will conduct marketing and promotional activities in connection with the Intermediaries Offer but will rely on another appointed Intermediary (referred to as an "Executing Intermediary") to submit applications for Shares on behalf of Retail Investors procured by that Authorised Distributor Intermediary. Such Retail Investors shall be retail clients of both the Authorised Distributor Intermediary and the Executing Intermediary.

In order for an Intermediary to apply to be appointed as an Authorised Distributor Intermediary, it should first contact the Intermediaries Offer Adviser in order to discuss the requirements of an Authorised Distributor Intermediary and the application procedure to be followed.

Each Authorised Distributor Intermediary and each Executing Intermediary are each "Intermediaries" (as such term is used in the Terms and Conditions). Each Authorised Distributor Intermediary and each Executing Intermediary must comply in full with the Terms and Conditions which apply to all Intermediaries, save that it is acknowledged that applications for Shares in the Intermediaries Offer on behalf of Retail Investors procured by Authorised Distributor Intermediaries will be submitted by the relevant Executing Intermediary. In addition, each Executing Intermediary shall at all times be responsible for the compliance by each of its Authorised Distributor Intermediaries with these Terms and Conditions. Any breach of the Terms and Conditions by an Authorised Distributor Intermediary constitutes both a breach of the Terms and Conditions by that Authorised Distributor Intermediary and also the relevant Executing Intermediary. Further information is set out in the Terms and Conditions.

Applications to the Intermediaries

Retail Investors will be applying for a specific monetary value in Pounds Sterling of Shares at the offer price, being £1.00 per Share (the "Offer Price"). The minimum application per Retail Investor is £1,000.

Each Intermediary will be required to notify by email the Intermediaries Offer Adviser their total demand to date on a daily basis for the last 10 business days of the Offer Period. This information must not be disclosed to any other person.

Application by the Intermediaries

Each Intermediary will submit to Computershare, a single Intermediaries Offer Order Form (as defined in the Terms and Conditions) that aggregates all of that Intermediary's underlying applications from Retail Investors, save that if an Intermediary wants to receive commission in respect of some Retail Investors, a fee and no commission in respect of some Retail Investors and neither commission nor a fee in respect of other Retail Investors then they must complete separate Intermediary Offer Orders.

Only underlying applications from Retail Investors received by Computershare, before the close of the Intermediaries Offer may be included on, or taken into account in, the Intermediaries Offer Order(s).

Full details and deadlines of the application process will be confirmed to Intermediaries on 6 January 2021 when the Offer is expected to open.

Expected timetable

The indicative timetable set out below (in terms of business days) is for current planning purposes only and is subject to change.

Business Days

Event

Day 1 Wednesday 6 January

Publication of Prospectus

Open of the Intermediaries Offer

w/c 11 & 18 January

Webinar presentations to Intermediaries and Retail Investors

Day 16 Wednesday 27 January

Close of the Intermediaries Offer

Deadline by which Retail Investors must lodge their applications with their Intermediaries (the exact time to be decided by each Intermediary and communicated to Retail Investors)

2.00 p.m. Wednesday 27 January

Deadline for submission of Intermediaries Offer Order Form to be received by Computershare

Wednesday 27 January (post Board meeting)

Allocation policy and settlement information expected to be available to Intermediaries

Day 17 Thursday 28 January

Public announcement of the results of the Offer and allocation policy

Day 20 Tuesday 2 February

Admission and dealings in Shares commence

SettlementanddeliveryofSharesto Intermediaries via CREST

Allocation and settlement

The allocation policy for the Intermediaries Offer will be determined solely by the Company (in consultation with the Intermediaries Offer Adviser). Each Intermediary will be required to apply the allocation policy to each of its underlying applications from Retail Investors. The allocation policy will be published and made available to Intermediaries prior to the commencement of dealings in the Shares following the deadline for online entry of Intermediaries Offer Orders.

Along with the allocation policy, each Intermediary will be advised by Computershare of the aggregate number of Shares allocated to it, and the amount payable for those Shares at the Offer Price.

The Intermediary will make payment for the Shares allocated to it, by means of the CREST system, against delivery of the Shares, via a Delivery vs Payment (“DvP”) DEL message in favour of Computershare’s 8RA08 CREST account.

Commissions and Fees

Each Intermediary may choose whether or not to be paid commission and/or a fee by Computershare in connection with the Intermediaries Offer. It should be noted that where an Intermediary gives a Retail Investor a personal recommendation, it is prohibited from receiving commission in relation to any such Retail Investor's application. Furthermore, no firm providing a platform service as defined in the Rules ("Platform Service Provider") may accept or solicit commission in respect of any Retail Investor's application but may be remunerated by platform charges in accordance with the Rules. Consequently, each Intermediary should ensure that separate Intermediaries Offer Orders are submitted in respect of commission, fees and charges/fee- based orders.

Intermediaries electing to be paid commission or fees

If an Intermediary elects to receive a commission and/or fee payment, subject to Admission and subject to the Terms and Conditions, Computershare will pay to that Intermediary either: (i) a commission of 0.5 per cent. of the Allocation Value in cash or Shares; and/or (ii) a payment in connection with, inter alia, the administering of corporate actions and/or advertising in relation to the Intermediaries Offer, equal to such an amount in that respect as is notified by the relevant Intermediary to Computershare prior to the close of the Intermediaries Offer, subject to a cap equal to 0.5 per cent. of the Allocation Value of the Shares allocated to, and paid for by, such Intermediary in the Intermediaries Offer, subject to the rules described below. If an Intermediary elects to receive a commission and/or fee from Computershare, the Intermediary may choose either:

· not to charge Retail Investors any fee or commission for applying on their behalf in the Intermediaries Offer; or

· accept commission and/or fees from Computershare and to charge fees or commission, to the extent permissible by the Rules, to Retail Investors for applying on their behalf in the Intermediaries Offer. However, any such fees or commissions charged to a Retail Investor, when aggregated with the commission and/or fees received from Computershare, must not exceed the lower of (a) 2.5 per cent. of the Allocation Value of the Shares allocated to the relevant Retail Investor and (b) such Intermediary's normal charges that it charges to Retail Investors for services of this nature.

Intermediaries must not pay to any Retail Investor any of the commission and/or fees received from Computershare, save to the extent that Intermediaries are able to in accordance with applicable laws and regulations. However, Intermediaries are permitted to offset any fees or commissions received from Computershare against any amounts of fees or commissions which would be otherwise payable by a Retail Investor to that Intermediary.

Any commission and/or fees to be paid to an Intermediary by Computershare may be withheld in the circumstances described in the Terms and Conditions.

Intermediaries electing or required not to be paid commission and/or fees by Computershare r

If an Intermediary elects or is required not to receive any commission and/or fee payment from Computershare, the Intermediary may charge fees or commissions, to the extent permissible by the Rules, to Retail Investors for applying for Shares in the Intermediaries Offer. However, the aggregate of any such fees and commissions charged to a Retail Investor must not exceed the lower of (a) 2.5 per cent. of the allocation of the Shares allocated to the relevant Retail Investor and (b) such Intermediary's normal charges that it charges to Retail Investors for services of this nature.

Worked Example

For example, a Retail Investor is allocated £1,000 worth of Shares. The Intermediary may:

· accept commission of 0.5 per cent. of the Allocation Value and not charge its Retail Investors anything so the Retail Investor pays no commissions, charges or fees; or

· accept commission of 0.5 per cent. of the Allocation Value and charge its Retail Investors up to 2 per cent. of the Allocation Value, so the fees and commissions charged to the Retail Investor when aggregated with the commission received from Computershare is a total of up to £25 (provided that this amount is not higher than the amount such Intermediary normally charges Retail Investors for services of this nature); or

· accept fee of up to 0.5 per cent. of the Allocation Value and not charge its Retail Investors anything so the Retail Investor pays no charges, fees or commissions; or

· accept fee of up to 0.5 per cent. of the Allocation Value and charge its Retail Investors up to 2.5 per cent. of the Allocation Value, less the percentage fee paid by Computershare so the fees or commissions charged to the Retail Investor when aggregated with the fee received from Computershare is a total of up to £25 (provided that this amount is not higher than the amount such Intermediary normally charges Retail Investors for services of this nature); or

· not accept any commission and/or fees from Computershare and charge its Retail Investors up to 2.5 per cent. of the Allocation Value, so the Retail Investor pays a total of up to £25 (provided that this amount is not higher than the amount such Intermediary normally charges Retail Investors for services of this nature); or

· neither accept any commission and/or any fees from Computershare nor charge its Retail Investors, so the Retail Investor pays no charges, fees or commissions.

General provisions

As used above, the "Allocation Value" is calculated as the product of (i) the final aggregate number of Shares allocated to such Intermediary for allocation to its Retail Investors under the Intermediaries Offer and (ii) the Offer Price of the Shares. Each Intermediary must indicate on their "Application for Appointment as an Intermediary" form whether or not they choose to be paid commission and/or fees by Computershare. If an Intermediary wants to receive commission in respect of some Retail Investors, a fee in respect of some Retail Investors and neither commission nor a fee in respect of other Retail Investors then it must confirm this in advance with Computershare. The Intermediary will then be required to submit one "Application for Appointment as an Intermediary" form to intermediaries@solid-solutions.co.uk and throughout the Offer submit separate Intermediaries Offer Order Forms to Computershare in relation to each.

The Intermediaries Offer Adviser may, in its discretion, following consultation with the Company, agree to satisfy any fee or commission payable to an Intermediary pursuant to the Terms and Conditions in Shares, such Shares to be issued at the Offer Price.

Each Intermediary must ensure that each of its Retail Investors pays the full value of the Shares allocated to that Retail Investor at the Offer Price. This means that Intermediaries are prohibited from selling Shares to Retail Investors at less than the Offer Price.

Intermediaries may charge Retail Investors a fee or commission for holding the allocated Shares for them (including any fees relating to the opening of an Individual Savings Account (or ISA), a Junior Individual Savings Account (or Junior ISA) or a Self-Invested Personal Pension (or SIPP) for that purpose), provided that the Intermediary has disclosed the fees and terms and conditions of providing those services to each Retail Investor prior to the underlying application being made.

The Placing and Offer for Subscription

Firms may choose to apply for Shares in the Placing and the Offer for Subscription, as applicable, instead of, or as well as, in the Intermediaries Offer. Firms should be aware that:

· the Placing will be available to certain institutional investors in the United Kingdom and elsewhere and the Offer for Subscription will be available to investors in the United Kingdom;

· in the Placing and the Offer for Subscription, there will neither be a common allocation policy applied to demand from all retail stockbrokers, nor will there be any commitment given as to the treatment of demand from retail stockbrokers compared with the treatment of demand from other investors; and

· no commission will be paid to any applicant for Shares in respect of any subscriptions pursuant to the Placing and Offer for Subscription.

Firms interested in participating in the Placing and the Offer for Subscription can find out how to do so by emailing the Intermediaries Offer Adviser at intermediaries@solid-solutions.co.uk

No publication of Research Reports relating to the Company

Intermediaries are not permitted at any time to publish Research Reports in connection with the IPO until after Admission. "Research Reports" means any research report (or any information contained in any research report) relating to the Company or the IPO which fall within the scope of "investment research" or "non-independent research" within the meaning of the FCA's Conduct of Business Sourcebook Chapter 12 or which otherwise constitute investment research. In the event that any Research Reports are available to Retail Investors by logging on to an Intermediary's website, such Intermediary must immediately remove such Research Reports until after Admission.

Further information for Intermediaries

Intermediaries may expect to receive the following information at various milestones throughout the process of the Offer. If an Intermediary is appointed as an Intermediary after the relevant milestone has been reached, then all the relevant documents would be provided upon the appointment of that Intermediary being confirmed as an Intermediary.

Documents provided on the date that the Offer is launched to Intermediaries appointed at that time by email:

· Prospectus;

· PRIIPS KID;

· Factsheet; and

· Offer launch press release.

Terms and Conditions of the Intermediaries Offer

1. Introduction

VH Global Sustainable Energy Opportunities plc (the "Company") is preparing for the offer of ordinary shares of £0.01 each in the capital of the Company ("Shares") through a potential initial public offering (the "IPO").

The IPO is currently expected to comprise the following:

· an offer of Shares to certain institutional investors in the United Kingdom and elsewhere (the "Placing");

· an offer for subscription to investors in the United Kingdom, (the "Offer for Subscription"); and

· an intermediaries offer to Intermediaries for onward distribution to retail investors physically located in the United Kingdom, (the "Intermediaries Offer"),

(together, the "Offer").

The Intermediaries Offer is expected to be organised on behalf of the Company by Solid Solutions Associates (UK) Limited (the "Intermediaries Offer Adviser") who will perform various tasks in connection with the Intermediaries Offer, as described in these Terms and Conditions (as defined below).

The terms (the "Final Offering Terms") of the Offer will be set out in the prospectus to be published in connection with the Offer (together with any amendments, supplements or modifications thereto) (the "Prospectus") by the Company in due course. Each entity appointed by the Company as an intermediary in relation to the Intermediaries Offer (an "Intermediary") shall be deemed to agree to and accept the Final Offering Terms.

2. Application to be appointed as an Intermediary

In order to apply to be appointed as an Intermediary, recipients of the information booklet entitled "VH Global Sustainable Energy Opportunities plc: Intermediaries Offer: Information for Intermediaries" (the "Information Booklet"), of which these terms and conditions of the Intermediaries Offer (the "Terms and Conditions") form part, should complete the application form set out at the back of the Information Booklet (an "Application for Appointment") and return it as soon as possible to the Intermediaries Offer Adviser in PDF format to intermediaries@solid-solutions.co.uk The Company retains the absolute discretion to accept or reject any Application for Appointment without liability to any entity and without being required to give the reasons for the rejection of any Application for Appointment. If an entity's Application for Appointment is successful, its appointment as an Intermediary by the Company shall be confirmed by notice in writing (including via email) (a "Notice of Appointment") by the Company or the Intermediaries Offer Adviser. The Company and/or the Intermediaries Offer Adviser on the Company's behalf reserves the right to set and communicate a firm deadline for the receipt of Applications for Appointment.

3. Status of these Terms and Conditions

The signature by or on behalf of an entity on an Application for Appointment constitutes such entity's agreement to be bound by these Terms and Conditions.

These Terms and Conditions shall constitute a binding contract between (i) the Company and (ii) each entity that is sent a Notice of Appointment to act as an Intermediary.

The Intermediaries Offer Adviser shall have the right under the Contracts (Rights of Third Parties) Act 1999 to rely on and enforce the provisions of these Terms and Conditions to the same extent as if they were parties to the Terms and Conditions.

Numis Securities Limited (“Numis Securities”) shall have the right under the Contracts (Rights of Third Parties) Act 1999, to rely on and enforce the provisions of paragraph 15 (Licence) of these Terms and Conditions to the same extent as if it were a party to the Terms and Conditions.

These Terms and Conditions do not constitute an offer to sell, or a solicitation or invitation of an offer to subscribe for, buy or otherwise acquire, any Shares or other securities.

The Company reserves the right, exercisable in its absolute discretion, to amend or supplement any arrangements in connection with the Intermediaries Offer (including; the Final Offering Terms and these Terms and Conditions), provided that such amendment or supplement (i) is necessary for the purpose of complying with any applicable laws or regulations or (ii) does not alter, remove or change any material right or obligation of the Intermediaries in the Terms and Conditions. Any such amendment or supplement to these Terms and Conditions shall be effected by way of an amendment or supplement approved by the Company and notified to each Intermediary by, or on behalf of the Company and these Terms and Conditions will have effect by reference to and as amended by such amendment or supplement.

4. Capacity and liability

Each Intermediary will at all times and in all respects be acting for itself or, in applying for Shares in the Intermediaries Offer, as agent for its Retail Investors (as defined in paragraph 22 below) and not as representative or agent for the Company, the Investment Adviser, Numis Securities, Computershare or the Intermediaries Offer Adviser, nor any of their respective subsidiaries, affiliates, officers, employees, members or agents (as applicable), and each Intermediary must not hold itself out as doing so.

None of the Company, the Investment Adviser, Numis Securities, Computershare or the Intermediaries Offer Adviser, nor any of their respective subsidiaries, affiliates, officers, employees, members or agents (as applicable) will have any responsibility for any liabilities, costs or expenses incurred by the Intermediary including, without limitation, any costs incurred by the Intermediary in relation to its acting as Intermediary regardless of the progress or outcome of the Offer or the Intermediaries Offer. Each Intermediary acknowledges that the Offer and/or the Intermediaries Offer or any part thereof might not proceed and that a decision may be taken at any time and for any reason (and without a reason being given) to withdraw or not to proceed with the Offer and/or the Intermediaries Offer or any part thereof.

None of the Company, the Investment Adviser, Numis Securities, Computershare or the Intermediaries Offer Adviser, nor any of their respective subsidiaries, affiliates, officers, employees, members or agents (as applicable), is acting for the Intermediary or any Retail Investor in connection with the Intermediaries Offer, nor will treat any Intermediary or any Retail Investor as its client by virtue of an Intermediary's application on behalf of any Retail Investor or otherwise in connection with the Intermediaries Offer. The Intermediaries Offer Adviser will not be responsible for providing the Intermediary or any Retail Investor with any protections afforded to customers of the Intermediaries Offer Adviser, nor will the Company, the Investment Adviser, Numis Securities, Computershare or the Intermediaries Offer Adviser, nor any of their respective subsidiaries, affiliates, officers, employees, members or agents (as applicable) be providing advice to any Intermediary or any Retail Investor.

Each Intermediary acknowledges and agrees that: (i) none of the Company, the Investment Adviser, Numis Securities, Computershare, the Intermediaries Offer Adviser, nor any of their respective subsidiaries, affiliates, officers, employees, members or agents has advised it or any Retail Investor or owes it or any Retail Investor any duties or has any responsibilities to it or any Retail Investor concerning the price of the Shares, the suitability of

the Shares or otherwise in connection with the Intermediaries Offer, the Offer, the Terms and Conditions or any of the arrangements or transaction contemplated thereby; and (ii) it is solely the Intermediaries who owe duties and responsibilities to Retail Investors concerning each of the foregoing set out in (i).

5. Eligibility to be appointed as an Intermediary

In order to be eligible to be considered by the Company for appointment as an Intermediary, each Intermediary must satisfy the following eligibility criteria (the "Eligibility Criteria"). Each Intermediary must be either:

· authorised by the Financial Conduct Authority ("FCA") or the Prudential Regulation Authority (the "PRA") in the UK;

· authorised by a competent authority in another European Economic Area jurisdiction and have validly passported that authorisation into the UK;

· a member firm of the London Stock Exchange plc conducting business in the UK;

and in each case have appropriate permission to act as an Intermediary (which, in the UK, is, at a minimum, the authorisation of the FCA to deal in investments as agent), provided that for Authorised Distributor Intermediaries (see below), the appropriate permission in the UK is, at a minimum, the authorisation of the FCA to making arrangements with a view to transactions in investments.

In addition, each Intermediary must either;

· be a member of the CREST paperless settlement system administered by Euroclear UK & Ireland Limited ("CREST"); or

· if the Intermediary is not a member of CREST, have made arrangements with a clearing firm that is a member of CREST (a "Clearing Firm") to enable such Clearing Firm to process the settlement of orders on behalf of the Intermediary. Such settlement account must be in the name of the Clearing Firm as nominee or in the name of the Intermediary.

Notwithstanding the Eligibility Criteria set out above, each Intermediary must also have (and is solely responsible for ensuring that it has) all licences, consents and approvals necessary to enable it to act as an Intermediary in the United Kingdom.

In addition to the Eligibility Criteria set out above, it is a continuing requirement that each Intermediary shall be, and at all times remain, of good repute and in compliance with all laws, rules and regulations applicable to it (determined by the Company in its sole and absolute discretion). If any Intermediary ceases to be of good repute, the Company shall be entitled to terminate such Intermediary's appointment as an Intermediary pursuant to the section headed "Termination" below.

Prior to any Notice of Appointment being sent to an Intermediary, the Intermediaries Offer Adviser may separately contact the prospective Intermediary to complete any relevant "Know Your Client" procedures. Appointment as an Intermediary is conditional on the satisfactory completion of any such "Know Your Client" procedures.

6. Authorised Distributor Intermediaries

It is possible for an Intermediary to apply to the Company to be appointed as an Authorised Distributor Intermediary in connection with the Intermediaries Offer.

An "Authorised Distributor Intermediary" is an Intermediary which will conduct marketing and promotional activities in connection with the Intermediaries Offer but will rely on another appointed Intermediary (an "Executing Intermediary") to submit applications for Shares on behalf of Retail Investors procured by that Authorised Distributor Intermediary. Such Retail Investors shall be retail clients of both the Authorised Distributor Intermediary and the Executing Intermediary.

In order for an Intermediary to apply to be appointed as an Authorised Distributor Intermediary, it should first contact the Intermediaries Offer Adviser in order to discuss the requirements of an Authorised Distributor Intermediary and the application procedure to be followed.

The appointment by the Company of Authorised Distributor Intermediaries shall at all times be conditional on the continued appointment of the Executing Intermediary as an Intermediary. Therefore, each Intermediary which seeks to apply to be appointed as an Authorised Distributor Intermediary must first agree with the relevant Executing Intermediary that the Executing Intermediary is willing to act in this capacity. In the event that the Executing Intermediary nominated by an Authorised Distributor Intermediary ceases to be appointed as an Intermediary in the Intermediaries Offer, such Authorised Distributor Intermediary must promptly either (i) nominate an alternative Intermediary as an Executing Intermediary or (ii) cease to act as an Authorised Distributor Intermediary in the Intermediaries Offer.

In communicating with Retail Investors, each of the Authorised Distributor Intermediary and the Executing Intermediary must make clear that the Retail Investor is a client of both the Authorised Distributor Intermediary and the Executing Intermediary.

Each Authorised Distributor Intermediary and each Executing Intermediary are "Intermediaries" (as such term is used in the Terms and Conditions). Each Authorised Distributor Intermediary and each Executing Intermediary must comply in full with the Terms and Conditions which apply to all Intermediaries, save that it is acknowledged that applications for Shares in the Intermediaries Offer on behalf of Retail Investors procured by Authorised Distributor Intermediaries will be submitted by the relevant Executing Intermediary.

In addition, the Executing Intermediary shall at all times be responsible for the compliance by each of its Authorised Distributor Intermediaries with these Terms and Conditions. Any breach of the Terms and Conditions by an Authorised Distributor Intermediary constitutes both a breach of the Terms and Conditions by that Authorised Distributor Intermediary and also the relevant Executing Intermediary.

Any commission and/or fee paid by Computershare in connection with applications for Shares in the Intermediaries Offer shall be paid only to the Executing Intermediary. Neither the Company, Computershare, nor the Intermediaries Offer Adviser shall concern itself with, or have any responsibility for, any commission or fee arrangements which may be made between an Authorised Distributor Intermediary and an Executing Intermediary. For the avoidance of doubt, the right of the Intermediaries Offer Adviser to withhold commissions and fees payable to an Executing Intermediary applies both in relation to breaches of the Terms and Conditions by that Executing Intermediary and also each Authorised Distributor Intermediary of such Executing Intermediary.

7. Consent to being named as a financial intermediary

Each Intermediary consents to being named as a financial intermediary participating in the Intermediaries Offer in the Prospectus and in any offering documents, press releases, advertisements, publications, financial promotions, websites or other documents published by or on behalf of the Company, the Investment Adviser, Numis Securities, Computershare and/or the Intermediaries Offer Adviser (each a "Publication").

Each Intermediary confirms that the contents of its Application for Appointment are true and correct in all respects and that its legal name, trading name (if applicable), registered address, office address and website may be included in any Publication.

8. Authorisation to use the Prospectus

The Prospectus will state that the Company has authorised each Intermediary to use the Prospectus during the period that the Intermediaries Offer is open for acceptance by Retail Investors. This is subject always to compliance with these Terms and Conditions and the appointment of such Intermediary not having been terminated by the Company.

9. Distribution of electronic and printed copies of the Prospectus

When the Offer opens, each Intermediary will be sent an electronic (PDF) copy of the full Prospectus and key information document relating to the Shares (the "PRIIPs KID") required by Regulation (EU) No. 1286/2014 of the European Parliament and of the Council on Key Information Documents for Packaged Retail and Insurance-based Investment Products (the "PRIIPs Regulation") produced by Victory Hill Capital Advisors LLP in accordance with the requirements of the PRIIPs Regulation. The Prospectus and the PRIIPS KID should be placed on the Intermediary's Designated Website (as defined below), if it has one. Intermediaries will be required to ensure that access to these documents and any other information related to the Offer is restricted to persons who confirm that they are physically located in the United Kingdom. In addition, if Intermediaries are requested by the Company the Investment Adviser, or Numis Securities to include, or provide links, on their Designated Website to any other documents or information relating to the Offer, the Company, the Investment Adviser, and/or Numis Securities, each Intermediary shall be required to do so.

If a Retail Investor asks an Intermediary for a copy of the Prospectus and/or the PRIIPS KID in printed form, that Intermediary must send (in hard copy or via an email attachment or web link) such Prospectus and/or the PRIIPS KID to that Retail Investor at the expense of that Intermediary. Intermediaries will be able to request a reasonable number of printed copies of the Prospectus by emailing the Intermediaries Offer Adviser, at intermediaries@solid-solutions.co.uk a minimum of five business days prior to the expected date for publication of the Prospectus.

Intermediaries must not send the Prospectus or the PRIIPs KID (by any medium) to any person outside the United Kingdom, and specifically must not send the Prospectus or the PRIIPs KID (by any medium) to any person in the United States.

10. Acceptance of new Retail Investors

The Website will contain a list of participating Intermediaries which will provide the names of the Intermediaries and links to their respective website addresses.

In respect of any new Retail Investors, each Intermediary:

· confirms that the fees and charges to be charged by that Intermediary related to the Intermediaries Offer are the same as they normally charge. Intermediaries are not permitted to have different scales of fees and charges for holding and dealing in the Shares as opposed to their normal scales of fees and charges; and

· must take on as new clients any Retail Investor physically located in the United Kingdom who passes such Intermediary's usual and customary screening procedures for the acceptance of new clients.

11. Intermediary's responsibility for information and communications

Any relevant communications concerning any aspect of the Offer, including the Intermediaries Offer, issued by the Intermediary (or on its behalf) shall be the sole responsibility of the Intermediary and must comply with these Terms and Conditions and all relevant laws and regulations. Intermediaries must not send (by any medium) any advertising materials or other communications relating to the Offer (including the Prospectus, the PRIIPS KID or any other document provided to the Intermediary by the Company, the Investment Adviser, Numis Securities or the Intermediaries Offer Adviser) outside of the United Kingdom.

12. Intermediary's Designated Website

Each Intermediary may include details of the Offer on their website. Each Intermediary may host just a banner on their home page of its Designated Website and if such information is restricted to "VH Global Sustainable Energy Opportunities plc: Intermediaries Offer" and a contact telephone number then there are no further requirements for the contents of such banner.

An Intermediary may host further information on their website, such website being a website that is hosted in the United Kingdom and only targets the market of the United Kingdom (in relation to such Intermediary, each a "Designated Website"). Following the publication of the Prospectus, such Intermediary may advertise on its Designated Website the fact that it has been appointed as an Intermediary in connection with the Intermediaries Offer and direct interested parties to further information about the Intermediaries Offer set out on further web pages within its Designated Website, provided that in order to be able to navigate to such further web pages, interested parties must be required to accept the web gateway disclaimer which includes confirmation that they are physically located in the United Kingdom as set out in Appendix 1 to the Information Booklet ("Web Gateway Disclaimer").

An Intermediary should include in its "Application for Appointment" form the address of its own website on which such Intermediary may publish any information in connection with the Offer or the Intermediaries Offer.

13. The Placing and the Offer for Subscription

The Placing will be made to certain institutional investors in the United Kingdom and elsewhere. The Offer for Subscription will be made to investors in the United Kingdom. Firms appointed to act as Intermediaries in the Intermediaries Offer may also apply for Shares in the Placing and the Offer for Subscription.

14. Advertisements

14.1 General Requirements for all Advertisements

Each Intermediary may place advertisements that relate to the Offer ("Advertisements") in printed publications, on the Internet and in broadcast emails (subject to paragraph 14.2(d) below) from the date on which the Prospectus is published, which is expected to be on or around 6 January 2021 onwards (and not before). These requirements do not apply to the Intermediary's Designated Website. No Advertisements may be issued or published before the publication of the Prospectus.

Advertisements must comply with these Terms and Conditions and all applicable laws, regulations and any other applicable local compliance requirements which may relate to such Advertisements.

All Advertisements must contain the following contents, which, in the case of animated Banner Advertisements (as defined below), must appear in a form and for a duration in line with the Advertising Guidance Note No.1 published by the Broadcast Committee of Advertising Practice (which is available at the official website of the Committees of Advertising Practice at www.cap.org.uk);

· the following statement: "This advertisement is issued by, and is the sole responsibility of, [name of the Intermediary]";

· all legal notices required to comply with all applicable laws and regulations; and

· the legends set forth in paragraph 16.2 below.

In addition, Advertisements (including Banner Advertisements) may contain only the following additional contents:

a) reference to the fact that the Intermediary has been appointed as an intermediary in connection with the Intermediaries Offer;

b) a description of the Intermediary's business which is brief, factual, accurate and not misleading and its logo;

c) details of the Intermediary's Designated Website and other contact information;

d) a statement that the Intermediaries Offer is only open to persons who are located in the United Kingdom;

e) reference to the fact that the Shares may be held in an Individual Savings Account ("ISA"), a Junior Individual Savings Account ("Junior ISA") or a Self-Invested Personal Pension ("SIPP");

f) a description of any other products and services offered by the Intermediary to its Retail Investors as a whole (and not only to Retail Investors who submit applications for Shares) which is brief, factual, accurate and not misleading (and provided that the information contained in such description must not include any information on, or references to, other initial public offerings/capital raises or other securities or investments in any other companies);

g) details of the timetable and deadlines applicable to the Intermediaries Offer; and

h) any legends or additional disclosures required hereby.

14.2 Media and Locations for Advertisements

Advertisements must only be placed or published, as the case may be:

a) in publications printed in the United Kingdom but excluding any edition of a publication with general circulation in the United States, meaning a publication that has had, during the preceding twelve months, an average circulation in the United States of 15,000 or more copies per issue (for example, the international editions of the Wall Street Journal, Time, Newsweek, CNN, Bloomberg, the Financial Times, the Economist and Reuters, unless the publication has a non-U.S. edition and has agreed in writing to print the advertisement only in its non-U.S. edition) ("Excluded Publication");

b) on the Intermediary's Designated Website provided that, except for Advertisements that refer only to the fact that the Intermediary has been appointed and/or that only direct interested parties to further webpages within the Designated Website, all Advertisements must be behind the Web Gateway Disclaimer set out in Appendix 1 to the Information Booklet or must only be capable of being accessed by persons who have confirmed they are located in the United Kingdom;

c) on websites other than the Intermediary's Designated Website (each a "Third Party Website"), provided that the relevant Intermediary ensures that any Advertisements appearing on Third

Party Websites ("Banner Advertisements") are only able to be viewed by persons located in the United Kingdom; or

d) in broadcast emails, provided that each email address to which the Advertisement is sent is:

· that of a person for whom a United Kingdom postal address is held by the Intermediary (and to whom that Intermediary is authorised or licensed to promote);

· that of a person for whom a United Kingdom, telephone number is held by the Intermediary (and to whom that Intermediary is authorised or licensed to promote); or

· that of a person who has confirmed in writing, by email or online, to the Intermediary that he or she is located in the United Kingdom, (and to whom that Intermediary is authorised or licensed to promote).

Intermediaries may additionally make, place or publish television or radio advertisements in connection with the Offer (including; television or radio broadcast over the Internet or by any other analogue, digital or electronic means) subject to the Intermediaries Offer Adviser reviewing and granting written permission.

14.3 Additional Requirements for Banner Advertisements

In addition to the requirements set out above which apply to all Advertisements (including Banner Advertisements), the following requirements apply in relation to Banner Advertisements. In arranging for any Banner Advertisements to be placed on Third Party Websites, each Intermediary which makes use of Banner Advertisements must:

a) ensure that each of (i) the party hosting the Third Party Website and (ii) any advertising services provider and information technology provider arranging for the publication of the Banner Advertisement on the Third Party Website contractually agrees with the Intermediary to ensure that systems and processes ("Geo-Targeting Measures") will be put in place to ensure that the Banner Advertisement appearing, on the Third Party Website is only able to be viewed by persons located in the United Kingdom,; and

b) prior to the Banner Advertisement being placed on the Third Party Website, notify the Intermediaries Offer Adviser in writing or via email of the website address(es), domain(s) and/or service(s) of the Third Party Website(s) on which the Banner Advertisement may appear.

The Geo-Targeting Measures specified in paragraph (a) above shall be achieved by restricting the Banner Advertisement to be viewed only by persons accessing the Third Party Website either via an Internet protocol address in the United Kingdom, or through a mobile electronic device with global positioning location services enabled and which services indicate the person viewing the Third Party Website is physically located in the United Kingdom. Where the Geo-Targeting Measures are unable to identify the physical location of the person viewing the Third Party Website, such Geo-Targeting Measures should prevent such person from viewing the Banner Advertisement.

If a person viewing a Banner Advertisement clicks on the Banner Advertisement, the person must be directed only to the Designated Website of the Intermediary, which will contain the Web Gateway Disclaimer set out in Appendix 1 to the Information Booklet, prior to accessing information in relation to the Offer.

15. Licence

The Company may use any trade name(s) and/or logo(s) of an Intermediary to provide distinctive hyperlinks from the Company's websites to an Intermediary's website and each Intermediary hereby grants to the Company from the date on which the Application for Appointment is accepted until the Shares are listed on the premium segment of the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange ("Admission"), the non-exclusive fully paid-up worldwide right and licence to use and apply its trade names, logos and other intellectual property rights for that purpose.

16. Publications, Press Releases and Communications with the Permitted Press

The communications requirements below relate to:

· all documents and other communications produced and issued by an Intermediary;

· all websites published by or on behalf of an Intermediary; and

· all communications between an Intermediary and members of the United Kingdom press and other media (including members of television, radio and internet broadcast media) (together, the "Permitted Press"),

in each case on matters relating to the Offer, the Company, the Investment Adviser or Numis Securities.

Intermediaries are permitted to communicate with the Permitted Press subject to the requirements set out in paragraph 16.3 below and the relevant provisions of paragraphs 16.1 to 16.2 (depending upon the time of the relevant communication). However, Intermediaries are not permitted, at any time, to speak to members of the press based outside the United Kingdom. Intermediaries may also issue Intermediary Press Releases (defined below), but only if such Intermediary Press Releases comply with the provisions of paragraph 16.6 below.

In the case of any doubt as to whether a proposed communication, including a proposed response to a query from the press or from a Retail Investor or potential Retail Investor, complies with the terms and the restrictions set out below, an Intermediary should contact the Intermediaries Offer Adviser, at intermediaries@solid-solutions.co.uk

16.1 Prior to the date of the Prospectus

Before the publication of the Prospectus, Intermediaries are not allowed to:

a) hold themselves out as an Intermediary in the Offer;

b) offer or solicit applications for, or accept offers or applications in respect of, the Shares (for the avoidance of doubt, the opening of share dealing accounts in preparation for any future applications for Shares is permitted);

c) disclose, publish or communicate any information about the Offer including, without limitation, to clients, potential clients and members of the Permitted Press, or to indicate that they will be participating as an Intermediary or to solicit or accept any requests for information on or expressions of interest in the Offer from potential Retail Investors; or

d) publish or communicate any information about the Company the Investment Adviser, or Numis Securities including, without limitation, to clients, potential clients and members of the Permitted Press.

16.2 From the date the Prospectus is published

From the date of the publication of the Prospectus:

a) any document, information or communication about the Company, the Investment Adviser, Numis Securities, the Offer or the Intermediaries Offer published or communicated by or on behalf of the Intermediary:

i. must, in the case of documents and written communications, include the following; statement:

"This [document / information / any other description of the communication material] is issued by, and is the sole responsibility of, [name of the Intermediary]";

ii. must include the following statement:

"Any application to participate in the Offer can and will only be made on the basis of the Prospectus, together with any supplements thereto. It should be remembered that the price of the shares can go down as well as up and that investors may not receive, on the sale or cancellation of the shares, the amount that they invested. If you are in any doubt about the contents of this document or the Prospectus, you should consult your accountant, legal or professional adviser or financial adviser.", and

iii. must not contain any information other than:

(i) information about the Offer, the Company, the Investment Adviser or Numis Securities that is extracted from, consistent with and limited to the information set out in (i) the Prospectus, and/or (ii) any other document which is provided to Intermediaries and which the Intermediaries are notified as constituting the information to which they must limit their discussions with the press to the contents thereof (together the "Approved Press Materials");

(ii) legal notices required to comply with all relevant laws and regulations;

(iii) the fact that the Intermediary has been appointed as an intermediary in connection with the Intermediaries Offer;

(iv) a description of the Intermediary's business which is brief, factual, accurate and not misleading;

(v) reference to the fact that the Shares may be held in an ISA, a Junior ISA or a SIPP;

(vi) a description of any other products and services offered by the Intermediary to its Retail Investors as a whole (and not only to Retail Investors who submit applications for Shares) which is brief, factual, accurate and not misleading (and provided that the information contained in such description must not include any information on, or references to, other initial public offerings/capital raises or other securities or investments in any other companies); and

(vii) any relevant information about the process of or the procedure for applying for Shares through the Intermediary.

b) each Intermediary may, in the course of providing advice to Retail Investors who are clients and potential clients of the Intermediary, include value judgments, recommendations and/or statements about the Offer, provided that where any such value judgments, recommendations and/or statements about the Offer (or other statements about the Offer that are not contained in the Prospectus) are included, they are accompanied by a clear statement that they represent the views of that Intermediary alone, and not the views of any other person, and provided always that such statements given in the course of providing advice to Retail Investors are not published on a publicly available website;

c) each Intermediary will bring to the attention of all clients and potential clients the fact that a Prospectus (and any supplement thereto) and the PRIIPS KID is available in hard copy or via email

or, subject to having the Web Gateway Disclaimer in place, via a hyperlink on the Designated Website;

d) each Intermediary will make available a copy of the Prospectus and the factsheet (containing information about the Company and the Investment Adviser and will have been issued by the Investment Adviser (the "Factsheet")) and the PRIIPS KID (in hard copy or via email) or, subject to having the Web Gateway Disclaimer in place, will email or include in other written communications a hyperlink to the Prospectus, Factsheet and the PRIIPS KID carried on the Designated Website to any person from whom an application, order or investment instruction in respect of the Intermediaries Offer is to be accepted, in advance of or as a condition of accepting such application, order or investment instruction;

e) each Intermediary may, if it chooses, display the Prospectus, the Factsheet and the PRIIPS KID on the Designated Website, behind the Web Gateway Disclaimer set out in Appendix 1 to the Information Booklet, subject to the Factsheet stating that any application to participate in the Offer can and will only be made on the basis of the Prospectus and any supplements thereto; and

f) any document, information or communication about the Company, the Investment Adviser, Numis Securities, or the Offer published or communication by or on behalf of the Intermediary:

(i) must, in the case of documents and written communications, include the following; statement: "This [document/information/any other description of the communication material] is issued by, and is the sole responsibility of, [name of the Intermediary]"; and

(ii) must include the following statement: "Any application to participate in the Offer can and will only be made on the basis of the Prospectus, together with any supplements thereto. This [document/information/any other description of the communication material] does not constitute an offer to sell, or a solicitation to purchase, any securities in the United States.".

16.3 Communications with the Permitted Press

In addition to the provisions in paragraphs 16.1 to 16.2 above, when communicating with the Permitted Press, each Intermediary:

a) must ensure that its statements are balanced and appropriate;

b) must emphasise that any such statements and opinions are solely those of the Intermediary and are the sole responsibility of that Intermediary; and

c) must not make any statements as to the success of the Offer, any value judgments or recommendations about the Offer, the Company, the Investment Adviser, Numis Securities, or any statements on the merits of the Offer (as distinct from the merits of an investment in the Company).

16.4 Websites of affiliates of Intermediaries

If any affiliate of an Intermediary (other than, for the avoidance of doubt, the Intermediary's own Designated Website) has a website (the "Affiliate Website") which contains any independent commentary, blogs or opinions over which the Intermediary has no control, such Intermediary shall procure that such affiliate includes the following rubric on the Affiliate Website:

"Views expressed on this website are the views of the author and not of [name of affiliate]''.

This rubric must appear on every page of the relevant Affiliate Website either as a header or footer to every page of the Affiliate Website.

16.5 General

Each Intermediary will not, and will procure that none of its Affiliates will, circulate, distribute, publish or otherwise issue (or authorise any other person to circulate, distribute, publish or otherwise issue) any document, information or other written material or electronic or screen-based information or make any press or public announcement or public comment relating to the Offer, the Company the Investment Adviser or Numis Securities (including, for the avoidance of doubt, on the telephone):

a) that states or implies that it has been issued or approved by or prepared in conjunction with the Company, the Investment Adviser Numis Securities, Computershare or the Intermediaries Offer Adviser or that any statement of fact or intention, or expression of opinion, contained therein is made or given by or on behalf of the Company, the Investment Adviser Numis Securities, Computershare or the Intermediaries Offer Adviser;

b) that contains any untrue statement of material fact or omits to state any material fact necessary in order to make the statements made, in the context of the circumstances under which they were made, not misleading;

c) that makes any reference to the Intermediaries Offer Adviser; or

d) that is distributed, published or issued in any jurisdiction other than the United Kingdom or in an Excluded Publication.

16.6 Intermediary Press Releases

Following publication of the Prospectus, Intermediaries may issue press releases relating to the Offer ("Intermediary Press Releases"). The information contained in Intermediary Press Releases may contain, but is not limited to, the following information:

a) that such Intermediary is acting as an intermediary in the Intermediaries Offer;

b) the contact details of the Intermediary;

c) a description of any other products and services offered by the Intermediary to its Retail Investors as a whole (and not only to Retail Investors who submit applications for Shares) which is brief, factual, accurate and not misleading including, without limitation, services relating to holding of and dealing in shares, and the fees and charges associated therewith (and provided that the information contained in such description must not include any information on, or references to, other initial public offerings/capital raises or other securities or investments in any other companies);

d) basic details about the timetable of the Offer and the applicable deadlines for participation; and

e) the required disclosures set out in paragraph 16.2(f) above and in Appendix 2 of this Information Booklet.

Intermediary Press Releases must (i) only be issued in the United Kingdom, (ii) must not be sent in or into the United States and (iii) must contain the required legends set out in Appendix 2 to the Information Booklet. In addition, Intermediaries Press Releases must not provide the reader with any direct means of applying for or indicating interest in any securities. For example, the only Internet hyperlinks that can be included in Intermediaries Press Releases are those which link to the homepage of the Intermediary's Designated Website and which therefore provide users with a Web Gateway Disclaimer (as described under "Intermediary's Designated Website" above) prior to accessing information in relation to the Offer.

17 Provision of copies of all communications and publications

Each Intermediary must provide, where requested, to the Intermediaries Offer Adviser a copy of each publication, communication and webpage published by the Intermediary in connection with the Intermediaries Offer promptly after completion of the Offer. For the avoidance of doubt, where a publication, communication or webpage is produced in a standard format which is populated with details of a Retail Investor, only the standard form document need be provided pursuant to this paragraph 17 and not a copy of each such personalised publication, communication or webpage. The purpose of providing such information to the Intermediaries Offer Adviser is, among other things, to facilitate the Company in reviewing compliance by each Intermediary with these Terms and Conditions. For the avoidance of doubt, none of Numis Securities, the Company, the Investment Adviser, Computershare, nor the Intermediaries Offer Adviser, is under any obligation to review any such publication, communication or webpage, which shall at all times remain the sole responsibility of the relevant Intermediary.

18 No use of social media

No Intermediary may make any use of social media, including, without limitation, Twitter, Facebook, LinkedIn, WhatsApp, or any similar web-based or mobile- based interactive media in connection with the Offer.

19 Links to other websites

No Intermediary may create any hypertext link or other link to any Website of the Company, the Investment Adviser, the Investment Manager, Numis Securities, Computershare or the Intermediaries Offer Adviser without the permission of the relevant party whose website is the subject of the link.

20 Conduct in relation to the Intermediaries Offer

No Intermediary may offer any inducements for Retail Investors to register with them for, or apply for Shares in the Intermediaries Offer, including, without limitation, the offering of any free gifts, prize draw, discounted products or services or other economic or non-economic benefits to Retail Investors who participate in the Intermediaries Offer. In addition, no Intermediary may create a mandatory link between a Retail Investor's participation in the Intermediaries Offer and the provision of any other product or service by such Intermediary or any Affiliate (as defined below) of such Intermediary.

Notwithstanding the above, each Intermediary shall be entitled to offer to Retail Investors discounted fee structures in relation to subsequent dealings in the Shares and in relation to nominee and custody arrangements in relation to the Shares. Each Intermediary must ensure that it conducts its activities in relation to the Intermediaries Offer in a professional and reputable manner (determined by the Company in its sole and absolute discretion) and in accordance with applicable law and regulation, and no Intermediary may take any action which could reasonably be expected to bring the Offer or any of the Company, the Investment Adviser, Numis Securities, Computershare or the Intermediaries Offer Adviser into disrepute.

21 Publication of Research Reports relating to the Company

Intermediaries are permitted to publish Research Reports in connection with the IPO, subject to being reviewed and written permission granted by the Intermediaries Offer Adviser.

"Research Reports" means any research report (or any information contained in any research report) relating to the Company or the Initial Issue which fall within the scope of "investment research" or "non- independent research" within the meaning of the FCA's Conduct of Business Sourcebook Chapter 12 or which otherwise constitute investment research. In the event that any Research Reports are available to Retail Investors by logging on to an Intermediary's website which have not been reviewed and written permission not granted by the Intermediaries Offer Adviser, such Intermediary must immediately remove such Research Reports until after Admission.

22 Details on applying for Shares on behalf of Retail Investors

22.1 Retail Investors that can apply for Shares in the Intermediaries Offer

"Retail Investors" comprise investors in the usual type of the Intermediary's client base, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

· Retail Investors may apply to purchase Shares in the Intermediaries Offer through an Intermediary. Retail Investors may also make applications that are designated to be made on behalf of an individual aged under 18.

· Applications can be made through Intermediaries from an Individual Savings Account ("ISA"), a Junior Individual Savings Account ("Junior ISA") or a Self-Invested Personal Pension ("SIPP"), in each case in the United Kingdom. , Individuals aged between 16 and 18 resident in the United Kingdom may apply to purchase Shares in the Intermediaries Offer through an Intermediary only if those Shares are to be held in a Junior ISA.

22.2 Multiple and joint applications

Only one application for Shares may be made for the benefit of any one person in the Intermediaries Offer. Intermediaries may not make multiple applications on behalf of Retail Investors. If and when Intermediaries are communicating with their potential Retail Investor, they should bring to their attention that multiple applications are not allowed. Intermediaries are not obliged to enquire with Retail Investors, or other Intermediaries, as to whether the Retail Investor is applying in the Intermediaries Offer through another Intermediary.

Joint applications are permitted in the Intermediaries Offer.

22.3 Intermediaries Offer Order

An Intermediary shall make applications on behalf of Retail Investors for Shares in the Intermediaries Offer by submitting to Computershare at OFSpaymentqueries@computershare.co.uk by the close of the Intermediaries Offer, a duly completed, signed and aggregated Intermediaries Offer Order Form (the "Intermediaries Offer Order Form"), as agent for the Retail Investors on whose behalf such Intermediary submits such orders. For the avoidance of doubt, Intermediaries are only permitted to apply for Shares in the Intermediaries Offer on behalf of Retail Investors and Intermediaries must not apply for Shares in the Intermediaries Offer for their own account.

Intermediaries must only make applications on behalf of Retail Investors who are physically located in the United Kingdom and only in respect of Retail Investors to whom they are authorised or licensed to promote the Intermediaries Offer.

22.4 Applications for Shares

Each Intermediary must set the closing date for orders for Shares in the Intermediaries Offer (which will be specified in the Prospectus).

Orders for Shares submitted on behalf of Retail Investors in the Intermediaries Offer must be made to purchase a specific monetary value in Pounds Sterling of Shares at the Offer Price per Share. There will be a minimum application amount of £1,000 per Retail Investor to apply in the Intermediaries Offer and thereafter a Retail Investor may apply for any higher amount. There will be no maximum application amount to apply in the Intermediaries Offer, but any amount over the minimum application amount of £1,000 must be in whole pounds, as fractions of Shares will not be issued.

Intermediaries are required to specify the number of Retail Investors which have submitted applications for the following bandings and the total monetary amount applied for within each of the following bandings:

· £1,000;

· £1,001 to £5,000;

· £5,001 to £10,000

· £10,001 to £50,000;

· £50,001 to £100,000;

· £100,001 and above.

Above £100,000, Intermediaries must supply a list of individual application amounts.

Each Intermediary will be obliged to disclose to the Company, the Investment Adviser, Numis Securities and the Intermediaries Offer Adviser, if so requested, the identity of any Retail Investor wishing to acquire Shares with a specific monetary value in the Intermediaries Offer of £200,000 or more. Any such details so disclosed will be treated in confidence by each party to whom such information is disclosed and such information will not be disclosed to any party not directly connected with the Offer. Where necessary, the Intermediary shall ensure that it has obtained all relevant consents from its Retail Investors in connection with such disclosure.

Each Intermediary must disclose to Retail Investors, before the Retail Investor applies to the Intermediary for Shares in the Intermediaries Offer, any fees or charges for applying, holding any allocated Shares on their behalf (including in an individual savings account, a self-invested personal pension account or other product, where appropriate) and for issuing a share certificate and transferring to another nominee account.

22.5 Effect of Intermediaries Offer Order Form

By submitting the Intermediaries Offer Order Form, the Intermediary will be deemed to irrevocably agree to invest and/or procure the investment in Shares of the aggregate amount stated in such Intermediaries Offer Order Form or such lesser amounts in respect of which the application may be accepted and to pay for such Shares in accordance with the payment provisions as set out below.

The Company, Computershare and the Intermediaries Offer Adviser, reserve the right to treat any application by an Intermediary as valid and binding on such Intermediary, even if the Intermediaries Offer Order Form is not properly completed or submitted in all respects in accordance with the instructions provided to the Intermediaries. The Intermediaries Offer Order Form can be withdrawn by an Intermediary at any point prior to the close of the Intermediaries Offer, at which point, any orders submitted will be accepted as the final Intermediaries Offer Order. The Company reserves the right to reject, in whole or in part, or to scale down, any application for Shares in the Intermediaries Offer including, without limitation, any application from any Intermediary where as a result of such application the Terms and Conditions have been, or would be, breached in any respect.

22.6 Supplementary Prospectus and Withdrawal Rights

In the event that a supplementary prospectus (a "Supplementary Prospectus") to the Prospectus is published pursuant to Article 23 of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") after the Intermediary has submitted its Intermediaries Offer Order Form but before the closing of the Offer, the Intermediary will be given at least four clear business days following the publication of the Supplementary Prospectus within which to withdraw, amend or add to any offers to purchase Shares in the Intermediaries Offer by withdrawing the Intermediaries Offer Order Form or resubmitting an updated Intermediaries Offer Order Form.

During the period of at least four clear business days, each Intermediary must deal with any requests to withdraw, amend or add an amount from Retail Investors on behalf of whom such Intermediary submitted applications for Shares.

If the Intermediaries Offer Order Form is not withdrawn or updated/resubmitted within the period stipulated in the Supplementary Prospectus, the offer to apply for Shares in the Offer as set out in the Intermediaries Offer Order Form will remain valid and binding (subject to the Intermediaries' ability to withdraw, amend or add to an order as set out above).

23 Commissions and fees payable to the Intermediaries and fees which may be charged to Retail Investors by Intermediaries

Each Intermediary may subject to any prohibition imposed by the Rules, choose whether or not to be paid commission and/or a fee in connection with the Intermediaries Offer. It should be noted that where an Intermediary gives a Retail Investor a personal recommendation, it is prohibited from receiving commission in relation to any such Retail Investor's application. Furthermore, no Platform Service Provider may accept or solicit commission in respect of any Retail Investor's application but may be remunerated by platform charges in accordance with the Rules. Consequently, each Intermediary should ensure that separate Intermediaries Offer Orders are submitted in respect of commission, fees and charges/fees based orders.

23.1 Intermediaries electing to be paid commission or fees to be paid by Computershare

If an Intermediary elects to receive a commission and/or fee payment from Computershare, subject to Admission taking place and subject to the Terms and Conditions, Computershare will pay to that Intermediary either: (i) a commission of 0.5 per cent. of the Allocation Value in cash or Shares; and/or (ii) a payment in connection with, inter alia, the administering of corporate actions and/or advertising in relation to the Intermediaries Offer, equal to such an amount in that respect as is notified by the relevant Intermediary to Computershare prior to the close of the Intermediaries Offer, subject to a cap equal to 0.5 per cent. of the Allocation Value of the Shares allocated to, and paid for by, such Intermediary in the Intermediaries Offer, subject to the rules described below. If an Intermediary elects to receive a commission and/or fee payment from Computershare, the Intermediary may choose either:

· not to charge Retail Investors any fee or commission, to the extent permissible by the Rules, for applying on their behalf in the Intermediaries Offer; or

· to charge fees or commissions, to the extent permissible by the Rules, to Retail Investors for applying on their behalf in the Intermediaries Offer. However, any such fees or commissions charged to a Retail Investor, when aggregated with the commission and/or fees received from Computershare, must not exceed the lower of (a) 2.5 per cent. of the Allocation Value of the Shares allocated to the relevant Retail Investor and (b) such Intermediary's normal fees and charges that it charges to Retail Investors for services of this nature.

Subject to paragraph 23.3 below in relation to the withholding of commission and/or fees it is expected that Computershare will pay any commission and/or fees to Intermediaries pursuant to these Terms and Conditions no later than two weeks following Admission.

In the event that the Offer does not proceed, no commissions and/or fees shall be payable to the Intermediaries in connection with the Intermediaries Offe