GROUP PLC YÜ GROUP PLC PLACING AND ADMISSION TO AIM NOMINATED ADVISER AND BROKER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should immediately consult your accountant, legal or professional adviser, financial adviser or a person authorised for the purposes of the Financial Services and Markets Act 2000, as amended (“FSMA ”) who specialises in advising on the acquisition of shares and other securities. An application has been made for the whole of the issued and to be issued Ordinary Share capital of Yü Group PLC (the “Company ”) to be admitted to trading on AIM, a market operated by London Stock Exchange (“ Admission ”). This document is an admission document in relation to AIM. It has been drawn up in accordance with the AIM Rules published by London Stock Exchange and has been issued in connection with the proposed admission to trading on AIM of the Ordinary Shares. This document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been approved by or filed with the Financial Conduct Authority. Any offer of Ordinary Shares is being made only to qualified investors for the purposes of and as defined in section 86 of FSMA and accordingly this document does not constitute, and the Company is not making an offer to the public within the meaning of sections 85 and 102B of FSMA. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. London Stock Exchange has not itself examined or approved the contents of this document. The AIM Rules are less demanding than those of the Official List. It is emphasised that no application is being made for admission of the Ordinary Shares to the Official List. No applications for the Ordinary Shares to be listed or traded on any other recognised investment exchange have been made or are currently intended to be made. The Directors and the Proposed Directors, whose names appear on page 4 of this document, and the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors, the Proposed Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. All the Directors and Proposed Directors accept individual and collective responsibiity for compliance with the AIM Rules. To the extent information has been sourced from a third party, this information has been accurately reproduced and, as far as the Board and the Company are aware, no facts have been omitted which may render the reproduced information inaccurate or misleading. In connection with this document, no person is authorised to give any information or make any representation other than as contained in this document. It is expected that Admission will become effective, and that dealings in the Ordinary Shares will commence, at 8.00 a.m. on 17 March 2016. Yü Group PLC (Incorporated in England and Wales under the Companies Act 2006 with registered number 10004236) Placing of 5,405,406 Ordinary Shares at 185 pence per Ordinary Share and Admission to trading on AIM Nominated Adviser Broker Shore Capital and Corporate Limited Shore Capital Stockbrokers Limited Share capital immediately following completion of the Placing and Admission Issued Number £ Ordinary Shares of £0.005 each 14,054,055 70,270.28 YOUR ATTENTION IS DRAWN TO THE RISK FACTORS SET OUT IN PART II OF THIS DOCUMENT. Prospective investors should read the whole text of this document and should be aware that an investment in the Company involves a high degree of risk. The attention of prospective investors is drawn in particular to Part II of this document which sets out certain risk factors relating to any investment in Ordinary Shares. All statements regarding the Group’s business, financial position and prospects should be viewed in light of the risk factors set out in Part II of this document. The Placing is conditional, inter alia , on Admission taking place by 8.00 am on 17 March 2016 (or such later date as the Company and Shore Capital may agree being no later than 8.00 am on 30 April 2016 ). The Placing Shares will, on Admission, rank pari passu in all respects with the Ordinary Shares then in issue and will rank in full for all dividends and other distributions declared, paid or made in respect of the Ordinary Shares after Admission. Shore Capital and Corporate Limited (“ SCC ”), which is authorised and regulated by the Financial Conduct Authority, has agreed to act as nominated adviser to the Company for the purposes of the AIM Rules for Companies. Shore Capital Stockbrokers Limited (“ SCS ”), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority, has agreed to act as broker in the United Kingdom for the purposes of the AIM Rules for Companies exclusively to the Company and no one else in connection with the Placing and Admission. Persons receiving this document should note that, in connection with the Placing and Admission, SCC and SCS are acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SCC and SCS or for advising any other person on the transactions and arrangements described in this document. No representation or warranty, express or implied, is made by SCC or SCS as to any of the contents of this document in connection with the Proposals, or otherwise. This document does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into the United States, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. The issue of Ordinary Shares has not been, and will not be, registered under the applicable securities laws of the United States, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland and the Ordinary Shares may not be offered or sold directly or indirectly within the United States, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or to, or for the account or benefit of any person within the United States, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Prospective investors should rely only on the information contained in this document. No person has been authorised to give any information or make any representations other than as contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by the Company, the Boar d or Shore Capital . Without prejudice to the Company’s obligations under the AIM Rules for Companies, neither the delivery of this document nor any subscription made under this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company since the date of this document or that the information contained in this document is correct as of any time subsequent to the date of this document. Copies of this document, which is dated 11 March 2016, will be available during normal business hours on any day (except Saturdays, Sundays, bank and public holidays) free of charge to the public at the offices of DLA Piper LLP at 3 Noble Street, London EV2V 7EE from the date of this document to the date one month from the date of Admission. This document will be available to download from the Company’s website at www. yugroupplc.com. 2 CONTENTS Page DIRECTORS, PROPOSED DIRECTORS, SECRETARY AND ADVISERS 4 DEFINITIONS 5 GLOSSARY 9 EXPECTED TIMETABLE FOR THE PLACING AND ADMISSION 11 PLACING STATISTICS 11 FORWARD LOOKING STATEMENTS 12 PART I INFORMATION ON THE GROUP 13 1. Information on the Group 13 2. History and development of the Group 13 3. Overview of the Group’s business 13 4. The UK commercial energy market 15 5. Summary financial information 21 6. Growth strategy and current trading and prospects 21 7. Key strengths 21 8. Directors, Proposed Directors and senior management 22 9. Details of the Placing and use of proceeds 23 10. Dividend policy 24 11. Lock in and orderly market arrangements 24 12. Relationship Agreement 24 13.