Loan Agreement

Proton Power Systems plc

("Proton Power" or the "Company")

 Loan agreement

Proton Power Systems plc (AIM:PPS), the designer, developer and producer of fuel cells and fuel cell electric hybrid systems, announces that it has agreed the terms of a €2.4 million loan (the "Loan") with Roundstone Properties Limited ("Roundstone"). The Loan is repayable in three years' time and has a return of LIBOR plus 2% per annum.

Related Party Transaction

Roundstone is a company connected to Dr. Faiz Nahab, the Chief Executive Director of the Company, and is also a substantial shareholder (as defined in the AIM Rules) of the Company. Entering into a loan agreement with Roundstone is therefore classified as a transaction with a related party for the purposes of the AIM Rules. In accordance, therefore, with the AIM Rules, the directors of the Company, with the exclusion of Dr. Faiz Nahab, having consulted with the Company's nominated adviser, Westhouse Securities Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

The City Code on Takeovers and Mergers

Proton Power is a public limited company registered in England; however, as the Company does not have its central place of management and control in the UK, the City Code on Takeovers and Mergers does not apply to the Company.

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