Arriva plc : Results of Court Meeting and General Meeting 14 August 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 14 August 2013 Recommended cash acquisition of Active Risk Group plc by Sword Aquila Limited (a wholly owned subsidiary of Sword Group SE) (to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006) Results of Court Meeting and General Meeting

The Court Meeting and the General Meeting were both held earlier today and Active Risk Group plc ("Active Risk") is pleased to announce that the Scheme relating to the Acquisition of Active Risk by Sword Aquila Limited ("Sword Aquila") was approved at the Court Meeting and the Special Resolutions were passed at the General Meeting.

Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 90.43% by value of those Scheme Shares voted, voted in favour of the Scheme and, accordingly, the resolution was passed. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders who voted	Number of Scheme Shares voted	Percentage of Scheme Shares voted
FOR	29	87.88%	28,645,671	90.43%
AGAINST	4	12.12%	3,029,781	9.57%

As at the date of the Court Meeting and General Meeting, there were 33,346,769 Active Risk Shares in issue. The number of Active Risk Shares voted for and against the resolution to approve the Scheme at the Court Meeting represented 85.90% and 9.09% of the issued share capital of Active Risk respectively.

General Meeting

The Special Resolutions were passed on a poll. The voting results for the Special Resolutions were as follows:

	Number of Active Risk Shares voted FOR	Percentage of Active Risk Shares voted FOR	Number of Active Risk Shares voted AGAINST	Percentage of Active Risk Shares voted AGAINST
Resolution 1	28,833,091	90.49%	3,029,781	9.51%
Resolution 2	28,615,785	89.81%	3,247,087	10.19%

Timetable and Next Steps

Completion of the Acquisition remains conditional on the satisfaction or (if appropriate) waiver of the remaining Conditions set out in the Scheme Document sent to Active Risk Shareholders and dated 19

July 2013, including the sanction of the Scheme and the confirmation of the associated Reduction of

Capital by the Court.

A detailed timetable is set out in the Scheme Document. The times and dates given are indicative only and may be subject to change. Any changes to these times and dates will be notified to Active Risk Shareholders via a Regulatory Information Service or as may otherwise be required by the Panel.

On the basis of the current timetable for the Scheme and assuming that the Court sanctions the Scheme and confirms the Reduction of Capital, the last day of dealings in and for registration of transfers of Active Risk Shares will be 28 August 2013. At 7:30 a.m. on 29 August 2013, Active Risk Shares will be temporarily suspended pending the Scheme becoming Effective, expected to be 29

August 2013 (the "Effective Date").

Following the Effective Date, share certificates in respect of Active Risk Shares will cease to be valid and entitlements to Active Risk Shares held within the CREST system will be cancelled. The admission to trading on AIM of the Active Risk Shares will be cancelled with effect from the business day after the Effective Date.

A copy of this announcement will be available on Active Risk's website, www.activerisk.com. The contents of this website are not incorporated into and do not form part of this announcement.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document. Enquiries: Active Risk

Lynton Barker, Executive Chairman

Andrew Darby, Chief Operating Officer and Chief Financial Officer

[phone]

Altium (Financial Adviser to Active Risk)

Sam Fuller

Tim Richardson

[phone]

Media Enquiries: Biddicks (PR Adviser to Active Risk)

Katie Tzouliadis

[phone]

Altium, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Active Risk and no one else in connection with the Acquisition and will not be responsible to anyone other than Active Risk for providing the protections afforded to clients of Altium nor for providing advice in connection with the Acquisition or any matter referred to herein.
This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase or otherwise subscribe for any securities or the solicitation of any vote or approval or of an offer to buy securities, pursuant to the Acquisition or otherwise.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Sword Aquila or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Acquisition will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Acquisition.
The availability of the Acquisition to Active Risk Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to overseas Active Risk Shareholders are contained in the Scheme
Document.
Sword Aquila reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Acquisition.
The Acquisition relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a `foreign private issuer' as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy and tender offer rules.
Financial information included in the relevant documentation has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.
If Sword Aquila exercises its right to implement the Acquisition by way of a Takeover Offer, the Acquisition will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror during the Offer Period. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3:30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.