NOTICE OF COURT MEETING LEWMAR MARINE LIMITED

NOTICE OF COURT MEETING LEWMAR MARINE LIMITED

NOTICE IS HEREBY GIVEN that by an Order dated 14 June 2019 (the "Order") made by the Court of Session in Edinburgh (the "Court'), the Court has directed a meeting (the "Court Meeting") be convened of the holders of the Scheme Shares as defined in the Scheme of Arrangement referred to below) (the "Scheme Shareholders") for the purpose of considering and, if thought fit, approving (wth or without modification^a 'Scheme of Arrangement (the''SdMi) which is pursuant to Part 26 of the Companies Act 2006 proposed to be made between Lewmar Marine Limited ("Lewmar') and the SclLe Shareholders and that the Court Meeting will be held at the offices of Womble Bond Dickinson (UK) LLP 4 More London Riverside, London, SEI 2AU on 12 July 2019, at 11.00 a.m. (London time) at which place and time all Scheme Shareholders are requested to attend. At the Court Meeting, the following resolution will be proposed:

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"That the scheme of arrangement dated I4 June 20I9 (the "Scheme"), between

Lewmar and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and, for the purpose of identification, signed by the Chairman hereof, in its original form or with, or subject to, any modification addition or condition approved or imposed by the Court and jointly consented to by Lewmar and Lippert Components, Inc., be approved and the directors of Lewmar be authorised to take all such actions as they may consider necessary or appropriate

for carrying the Scheme into effect."

Voting on the resolution to approve the Scheme will be by poll, which shall be

conducted as the Chairman of the Court Meeting may determine.

The quorum at the Court Meeting (or at any adjourned meeting) is to be two Scheme Shareholders who are entitled to vote at the Court Meeting and who are

present in person (including, in the case of a Scheme Shareholder which is a corp­oration, by a corporate representative) or by proxy.

A copy of the Scheme and a copy of the explanatory statement which is required to be fumished pursuantto section 897 of the CompaniesAct 2006 are incorporated in the document of which the notice of the Court Meeting forms part (the "Circular') and which will be sent to, among others, Scheme Shareholders. Further copies of the Circular including that explanatory statement, may be obtained

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from the offices ofWomble Bond Dickinson (UK) LLP, 4 More London Riverside,

London SEI 2AU ( (0)345 415 0000) and a copy will be available on Lewmar's

website at

.

Scheme Shareholders entitled to attend and vote at the Court Meeting may vote in person (including by corporate representative) at the Court Meeting or they may appoint another person, whether a member of Lewmar or a Scheme Shareholder or not, as their proxy to attend and vote in their place. A blue Form of Proxy for use at the Court Meeting will be enclosed with the Circular. Completion and return of a blue Form of Proxy will not prevent Scheme Shareholders from attending and voting in person at the Court Meeting, or any adjournment thereof,ifhe wishes to do so.

In the case of joint holders of Scheme Shares, a vote, whether in person or by proxy, of the senior joint holder will be accepted to the exclusion of the votes of the other

joint holder(s) and for that purpose seniority will be determined by the order in

which the names stand in ^register of members of Lewmar (the "Register") in respect of the joint holding.

Scheme Shareholders are entitled to appoint a proxy in respect of some

or all of their Scheme Shares. Scheme Shareholders are also entitled

to appoint more than one proxy, provided that each proxy is appointed

to exercise the rights attached to a different Scheme Share or Scheme

Shares held by that holder. A space has been included in the blue Form of

Proxy to allow Scheme Shareholders to specify the number of Scheme

Shares in respect of which that proxy is appointed. Scheme Shareholders

who return the blue Form of Proxy duly executed but leave this space

blank or specify a number of Scheme Shares in excess of those held by the

Scheme Shareholders at the time referred to below, will be deemed to

have appointed the proxy in respect of all of their Scheme Shares. Scheme Shareholders who wish to appoint more than one proxy in res-

pect of their shareholding should read the notes on the blue Form of pPrrooxxiyesa.nd note the principles that will be applied in relation to multiple

pPrrooxxiyesa.nd

In order to be valid, the blue Form of Proxy (together with any power of attorney or other authority under whi ch it is signed, or a duly certified copy of such power or authority) must be returned by post using the pre-paid envelope (if posted from

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Midlands B62 8HD by g 1.00 amon 10 July 2019 or, in the case of an adjourned Court Meeting, not less than 48 hours before the time appointed for the adjourned Court Meeting. If Forms of Proxy are not so returned, they may be handed to the ReceivingAgent,on behalf of the Chairman of the Court Meeting, before the start of the Court Meeting and will still be valid.

To be e titled to atte d a d vote at the Court Meeti g (a d for the purpose of the determi atio by Lewmar of the votes they may cast),

Scheme Shareholders must be registered in the Register as at 6.00 p.m. on 10 July 2019 or, in the event that the meeting is adjourned, in the Register at 6.00 p.m. on the second Business Day before the date of any adjourned meeting. Changes to entries on the Register after the deadline shall be disregarded in determining the rights of any person to attend and vote at the Court Meeting or any adjourned meeting. CREST members who wish to appoint a proxy or proxies through the CREST Proxy Votng service may do so for th?Court Meeting and any adjouLent(s) thereof by using the procedures described in the CREST Manual.

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In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be property authenticated in accordance with the specifications of Euroclear UK &

Ireland Limited ("Euroclear") and must contain the information required for such

instructions, as described in the CREST Manual.The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Receiving Agent (ID 7RAII) not later than 48 hours before the time appointed for the Court Meeting i.e. by 11.00 a.m. on 10 July 2019 or,in the case of any adjournment, not later than 48 hours before the time appointed for the adjourned Court Meeting. For this purpose, the time of receipt will be taken to be

the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by

enquiry to CREST in the manner prescribed by CREST.

Lewmar may treat as invalid a CREST Proxy Instruction in the circumstances set out

in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

As an alternative to appointing a proxy, any Scheme Shareholder which is a

corporation may appoint in wrtng one or more corporate representatives, who may exercise on its behalf all its powers as a Scheme Shareholder provided that no more

than one corporate representative exercises powers over the same Scheme Share

and that only one corporate representative is to be counted in determining, under section 899(1) of the Companies Act 2006, whether a majority in number of the

Scheme Shareholders has approved the Scheme. The Chairman of the Court

Meeting may require a corporate representative to produce to the Receiving Agent his written authority to attend and vote at the Court Meeting at any time before the start of the Court Meeting.

Voting at the Court Meeting will be conducted on a poll, rather than a show of hands. By the Order the Court has appointed Peter Tierney or, failing him, Philip Castell to act as Chairman of the Court Meeting and has directed the Chairman to report the result of the Court Meeting to the Court. The Scheme will be subject to the subsequent sanction of the Court

Dated I4 June 20I9

Womble Bond Dickinson (UK) LLP 6th Floor, 125 Princes Street, Edinburgh, EH2 4AD

Solicitors for Lewmar Marine Limited

NOTES:

The guidance notes set out below should be read in conjunction with the Blue Proxy Form or if you are proposing to register the appointment of a proxy for the Court Meeting electronically:

1. Scheme Shareholders entitled to attend and vote at the Court Meeting are entitled to appoint one or more proxies to attend, to speak and to vote in their place. If Scheme Shareholders wish to appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by them. If Scheme Shareholders wish to appoint a proxy, please use the Blue Proxy Form enclosed with the Circular In the case of joint shareholders, only one joint holder need sign the Blue Proxy FormThe completion and return of the Blue



Proxy Form will not stop Scheme Shareholders from attending and voting in person at the Court Meeting should they wish to do so and are so entitled. A

proxy need not be a shareholder of Lewmar or a Scheme Shareholder

2. Scheme Shareholders can appoint the Chairman of the Court Meeting, or any



other person, as their proxy. If Scheme Shareholders wish to appoint someone other than the Chairman, they should insert the name of their appointee in the approprate box in the Blue Proxy Form, initial and strike out the words 'the Chairman of the Court Meeting' situated below the box in the Blue Proxy Form.

3. If Scheme Shareholders do not specify the name of their appointee in the relevant



box in the Blue Proxy Form, the Chairman will be appointed as their proxy.

Scheme Shareholders can instruct their proxy how to vote on the resolution by signing in the appropriate box in the Blue Proxy Form.

4. Alternatively, Scheme Shareholders are given the option to register the appoint-



men^fa/oxy for reheCourt Meeting 3ectron4 via wwiregatowa^uk using the Scheme Shareholder's personal proxy registration code as shown on the Blue Proxy Form.

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5. CREST members who wish to appoint a proxy or proxies through the CREST



electronic appointment service for the Court Meeting and any adjournment(s)

thereof may do so by using the procedures described in the CREST Manual (avail-

able at

). CREST Personal Members or other CREST spon-

sored members, and those CREST members who have appointed a votng service provider should refer to their CREST sponsor or voting service provider, who will

be able to take the appropriate action on their behalf. In order for a proxy

appointment or instruction made using the CREST service to be valid, the appro-prate CREST message (a "CREST Proxy Instruction") must be property authenti­cated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual.The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy,

must, in order to be valid, be transmitted so as to be received by the issuer's

Receiving Agent (ID 7RAII) by the latest time for receipt of proxy appointments specifie/befow For this purpose, the time of receipt will be takentote the time

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(as determined by the timestamp applied to the message by the CREST

Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communi­cated to the appointee /rough ofi means. CREST members and, where appli-

cable, their CREST sponsors or voting service providers should note that

Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will

therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or if the CREST member

is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider

takes) such acton as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers

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are referred, in particular, to those sections of the CREST Manual concerning

pract cal li mitat ons of the CREST system and timings. Lewmar may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of

the Uncertificated Securities Regulations 200I. All messages relating to the

appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, should be transmitted so as to be received by the Receiving Agent (ID 7RAII) by no later than II.00amon I0 July 20I9.

6. A corporation should execute the Blue Proxy Form by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be enclosed with the Blue Proxy Form.



7.SchemeShareholdersarerequestedthattheBlueProxyForm(togetherwithany

power of attorney or other authority under which it is signed, or a duly certified copy of such power or authority, if the proxy is to be appointed by submission of a hlid copy of the Blue Proxy Form) be received by the Receiving Agent by no later than II.00 am. on I0 July 20I9. For Scheme Shareholders' convenience the Blue Proxy Form is pre-paid (if posted within the UK) and addressed to the Receiving Agent If Scheme Shareholders wish they may use their own envelope

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Registrars Limited, Neville House, Steelpark Road, Halesowen,West Midlands, B62 8Ht> or (during normal business hoursf by hand to the ReceivingAgent at Neville Registrars Limited, Neville House, Steefcark Road, Halesowen.West Midlands, B62 8HD. Alternatively, the Blue Proxy Form may be handed to a representative of the Receiving Agent or the Chairman of the Court Meeting at the Court Meeting before the beginning of the meeting. On completing the Blue Proxy Form, Scheme Shareholders should detach it, sign it and return it to the Receiving Agent using the pre-paid envelope. Postage has been pre-paid from within the UKlf sending

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from outside the UK, the correct postage will need to be applied. Scheme

Shareholders may, if they prefer, return the Blue Proxy Form in a sealed stamped

envelope to the address referred to above.

8. Other than the appointment of a proxy through CREST (see note above), elec-



tronic proxy voting instructions must be submitted via

by no later than IL00 am. on I0 July 20I9. Scheme Shareholders will need their

personal proxy registration code which is shown on the Blue Proxy Form. Any electronic communication sent by Scheme Shareholders that is found to contain

a computer virus will not be accepted.

9. All references to time in this notce are to London time.