MURGITROYD GROUP PLC

MURGITROYD GROUP PLC

Notice is hereby given that in a Petition (the "Petition") which was presented to the Court of Session (the "Court") on 25 October 2019 by Murgitroyd Group PLC, (the "Company") a public company incorporated under the Companies Acts, with the registered number SC221766 and with its registered office at Murgitroyd House, 165-169 Scotland Street, Glasgow, G5 8PL; for sanction of a Scheme of Arrangement (the "Scheme"), pursuant to part 26 of the Companies Act 2006 (the "Act") between the Company and the class of its members who are together defined in the Scheme as "Scheme Shareholders", being holders of its ordinary shares of 10 pence each. At a meeting held under the authority of the Court on 26 November 2019 (the "Meeting") the Scheme Shareholders voted to approve the Scheme. At a general meeting held on the same date, the Companypassed a related special resolution and a related ordinary resolution. The terms of those resolutions are set out in the Circular which is referred to below (the "Circular"). Following the Meeting, and by order dated 27 November 2019, the Court (i) ordered that the Petition should be advertised once in each of the Edinburgh Gazette, The Herald and The Times (English and Scottish editions); and (ii) allowed all persons claiming an interest in the Petition to lodge answers to the Petition, if so advised, at the Court, Parliament House, 2 Parliament Square, Edinburgh E1 1RQ, within 14 days of the last of those advertisements. The Court hearing to sanction the Scheme is expected to be held on 17 December 2019 at the Court, the address of which is Parliament House, 2 Parliament Square, Edinburgh E1 1RQ.

A copy of the Circular, incorporating the Scheme and the explanatory statement which is required to be furnished pursuant to section 897 of the Act, has been published and is available for Scheme Shareholders on the Company's website,

. The Circular was sent in advance of the Meeting to, among others, the Scheme Shareholders. Further copies of the Circular may be obtained by contacting Murgitroyd's registrars during business hours on (0) 371 664 0321 or by submitting a request in writing to Murgitroyd's registrars at Link Asset Services, The Registry, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

Any Scheme Shareholder, or other person who considers that they have an interest in the Scheme (each an "Interested Party") and who is concerned that the Scheme may adversely affect them, is entitled to lodge written answers to the Petition and to be heard by the Court as explained below. If an Interested Party wishes to raise concerns in relation to the Scheme with the Court, or appear at the Court hearing, they should seek independent legal advice and lodge written answers to the Petition with the Court at the above address within 14 days after the publication of the last of the advertisements which are referred to above and pay the required fee. Written answers are a formal Court document which must comply with the rules of the Court and are normally prepared by Scottish legal counsel.

The Court's practice is also to consider written objections which are not in the form of written answers and/or allow an Interested Party who has not lodged written answers to appear at the Court hearing. Each Interested Party should note that the Court might require an Interested Party to lodge written answers in order to raise objections to the Scheme and/or appear at the Court Hearing.

Burness Paull LLP 50 Lothian Road, Edinburgh, EH3 9WJ

Solicitors for the Petitioner