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Shanks Group plc Proposed merger with Van Gansewinkel Groep 29 September 2016 Disclaimer This presentation and its content, along with any information communicated verbally as part of the investor presentation to which this document relates, is


  1. Shanks Group plc Proposed merger with Van Gansewinkel Groep 29 September 2016

  2. Disclaimer This presentation and its content, along with any information communicated verbally as part of the investor presentation to which this document relates, is confidential and may not be reproduced, redistributed, transmitted or passed on directly or indirectly, to any other person or published, in whole or in part, for any purpose. This presentation is an advertisement and not a prospectus and should not be construed as an offer or invitation to subscribe for any securities in Shanks Group plc (the “Company”) or securities in any other entity nor should it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. Any information published in a prospectus by the Company in relation to the subscription for securities in the Company, shall supersede all information provided in this presentation. This presentation contains certain forward-looking statements with respect to the operations, performance and financial condition of the Company and its affiliates (the "Group"). These forward-looking statements are subject to risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and the Group’s actual future financial condition, performance, results of operatio ns, liquidity, prospects, growth and strategies and the development of the industry in which the Group operates may differ materially from those expressed or implied by any forward-looking statements set out in this presentation. Such forward-looking statements are made only as at the date of this presentation and, except to the extent legally required, the Group or any of its respective directors, officers, employees, agents, affiliates or advisers disclaims any obligation or undertaking to revise or update such forward-looking statements in this presentation. 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This presentation is only directed at, and being distributed to: (A) in the United Kingdom, persons (i) who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or who fall within article 49(2)(a) to (d) of the Order; and (ii) are the ‘decrease level’ button to "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended; and (B) any other persons to whom it may otherwise be lawfully communicated. select the data… This presentation is intended for distribution only to persons in Australia who are "sophisticated investors" or "professional investors" (within the meaning of sections 708(8), and 708(11) of the Australian Corporations Act 2001 (Cth) and a "wholesale client" (within the meaning of section 761G of the Australian Corporations Act 2001 (Cth)). >’Copy’ By attending any meeting where this presentation is made or receiving or accessing this presentation, you will be deemed to have represented and warranted to the Company that (i) you are a person to whom this presentation may lawfully be communicated and (ii) you have read, agree to and will comply with the contents of this disclaimer including, without limitation, the obligation to keep this presentation and its content confidential. >’Paste’ table into relevant Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and Investec Bank plc ("Investec", together with Greenhill, the "Banks"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are each acting solely for the Company and no one else in connection with the matters set out in this presentation. Each of Greenhill and Investec, their respective affiliates and its and their respective directors, officers and employees will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this presentation or any other matter referred to herein. No reliance should be placed for any purposes whatsoever on the information contained in this presentation or on its completeness. No person should treat the content of this presentation as legal, tax or financial advice and recipients are advised to consult their own professional advisers for legal, tax or financial advice in relation to the matters contained in or referred to in this presentation. No representation or warranty, express or implied, is given by or on behalf of the Company or any of the Company's directors, officers or employees or affiliates or professional advisers, or by the Banks or any of their respective directors, officers or employees, or any other person as to the accuracy, completeness, correctness or verification of the information contained in this presentation or upon which this presentation is based or on any written or oral comments provided to the recipient in connection with, or for the purposes of, evaluating the Company's potential capital raising or its suitability for any other purpose and all and any liability (including in respect of direct, indirect or consequential loss or damage) or responsibility relating thereto is expressly disclaimed. This presentation does not constitute or form part of, and should not be construed as (i) an offer, solicitation or invitation to subscribe for, sell or issue, underwrite or otherwise acquire any securities, nor shall it, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract or commitment whatsoever with respect to such securities or (ii) any form of recommendation, financial opinion or investment advice by the Banks or the Company as to whether any person or entity should participate in the capital raising. No statement in this presentation is intended to be nor may be construed as a profit forecast and no statement made herein should be interpreted to mean that the Company's profits or earnings per share for any future period will necessarily match or exceed the historical published profits or earnings per share of the Company. 2 This presentation contains inside information.

  3. Key Messages Transformational deal with compelling strategic rationale 1 Expected pre-tax cost synergies of € 40m and significant earnings 2 enhancement line(s) of text and click ‘tab’ or press ‘increase/decrease list level’ button. If you continue Funded by mix of consideration shares, debt financing and £141m equity 3 to click the ‘Tab’ button and raise d use the ‘decrease level’ button to Integration planning underway to ensure delivery of benefits 4 Positive trajectory in Benelux market as well as Shanks and VGG current 5 trading Deal has become more attractive since initial announcement on 7 July 3

  4. Agenda Transaction Summary VGG Overview The Combined Group Details of the Placing and Rights Issue 4

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