UMC Energy : Circular and Notice of General Meeting

Layout 1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own personal independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or if not, from another appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all of your holding of Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy or Form of Direction, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. These documents should not, however, be mailed or otherwise sent in, into or from the United States, Canada, Australia, New Zealand, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction (each a "Restricted Jurisdiction"). If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should contact the stockbroker, bank or other agent through whom the sale or transfer was effected as to the actions you should take. If you have sold or otherwise transferred only part of your holding of Ordinary Shares you should retain these documents.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and accordingly recipients of this document in jurisdictions other than the United Kingdom 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 jurisdiction.

(Incorporated and registered in the Cayman Islands with registered number 272327)

Proposed cancellation of the admission to trading on AIM of the Ordinary Shares and Notice of General Meeting

Strand Hanson Limited, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the De-listing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person on the contents of this document or any matter, transaction or arrangement referred to therein. Strand Hanson Limited makes no representation or warranty, express or implied, as to the contents of this document and Strand Hanson Limited does not accept any liability whatsoever for the accuracy of or opinions contained (or for the omission of any material information) in this document and shall not be responsible for the contents of this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Strand Hanson Limited may have under FSMA or the regulatory regime established thereunder.

This document should be read in its entirety. Your attention is drawn, in particular, to the letter from the Chairman of the Company, set out in Part I of this document which explains the background to and reasons for the De-listing.

Notice of a General Meeting of UMC Energy Corporation to be held at 11.00 a.m. on 6 April 2016 at the offices of Strand Hanson, 26 Mount Row, London W1K 3SQ is set out at the end of this document. Whether or not you intend to be present at the General Meeting, all Certificated Shareholders are urged to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed thereon as soon as possible and, in any event, in order to be valid so as to be received by the Company's registrars, Capita Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF not later than 11.00 a.m. on 4 April 2016 or 48 hours before the time for holding any adjourned meeting. The completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting in person at the General Meeting should he, or she, subsequently wish to do so. If, however, you hold your Ordinary Shares as Depository Interests, whether or not you plan to attend the General Meeting, you are encouraged to complete the accompanying Form of Direction and return it in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or by hand (during normal business hours only) to Capita Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF by no later than 11.00 a.m. on 1 April 2016. If you are a Depository Interest Holder and you wish to attend and vote at the meeting in person, please inform the Depository by 11.00 a.m. on 1 April 2016 to enable the appropriate authority to be issued to you. Subject to the passing of the Resolution in the Notice of General Meeting, application has been made to the London Stock Exchange for cancellation of trading on AIM of the Ordinary Shares at 7.00 a.m. on 4 April 2016.

If you have any questions relating to this document or the Form of Proxy or Form of Direction, you should call Capita Asset Services on 0871 664 0321 (or, if calling from outside the United Kingdom on

+44 20 8639 3399) between 9.00 a.m. and 5.30 p.m. (London Time) Monday to Friday. Calls to the helpline cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For legal reasons, Capita Asset Services will not be able to provide advice on the merits of the De-listing or offer any financial, legal or tax advice.

Information regarding forwarding-looking statements

This document contains a number of forward-looking statements relating to UMC Energy Corporation. UMC Energy Corporation considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of UMC Energy Corporation to differ materially from the information as presented in the relevant forward-looking statement. When used in this document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to UMC Energy Corporation or the management of it, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward- looking statements which speak only as at the date of this document. UMC Energy Corporation does not undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.

CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 4 DEFINITIONS 5 PART I LETTER FROM THE CHAIRMAN 8 PART II ADDITIONAL INFORMATION 14 NOTICE OF GENERAL MEETING 15 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Posting of this document, Form of Proxy and/or

2016

Form of Direction to Shareholders 14 March

Latest time and date for receipt of Forms of Direction

in respect of the General Meeting 11.00 a.m. on 1 April

Latest time and date for receipt of Forms of Proxy

in respect of the General Meeting 11.00 a.m. on 4 April

General Meeting 11.00 a.m. on 6 April

Last day of dealings on AIM in the Ordinary Shares 13 April Cancellation of the admission to trading on AIM of the

Ordinary Shares expected to be effective 7.00 a.m. on 14 April

Cancellation of Depository Interest facility close of business on 15 April Despatch of share certificates to those holders of Depository Interests

on the date of cancellation of the Depository Interest facility by 29 April

Notes:

All references to times of day in this document are to London time.

Dates set out against events that are expected to occur after the expected date of the General Meeting assume that the General Meeting is not adjourned and that the Resolution is passed at the General Meeting.

All of the above times and dates are subject to change at the Company's discretion. In the event of any change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service (as defined in the AIM Rules).