Sanderson Group plc (Incorporated in England and Wales under the Companies Act 1985 with registered number )

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, or the contents of this document, you are recommended to seek your own professional financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities. If you sell or have sold or otherwise transferred all of your Ordinary Shares, please send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this document and the accompanying Form of Proxy should not be sent or transmitted in, or into, any jurisdiction where to do so might constitute a violation of local securities law or regulations, including, but not limited to, the United States, Canada, Republic of South Africa, New Zealand, Australia and Japan. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place effective at 8.00 a.m. on 28 October The Directors of the Company accept individual and collective responsibility for the information contained in this document including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (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 this document makes no omission likely to affect the import of such information. Sanderson Group plc (Incorporated in England and Wales under the Companies Act 1985 with registered number ) Acquisition of One iota Limited Placing of 6,363,636 new Ordinary Shares at the Placing Price of 55 pence per share Notice of General Meeting Charles Stanley Securities Nominated Adviser and Broker This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 7 to 11 of this document, which includes the recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Notice of a General Meeting of the Company to be held at a.m. on 25 October 2013 at the offices of Sanderson Group plc, Sanderson House, Manor Road, Coventry CV1 2GF is set out at the end of this document. The Form of Proxy should be completed and returned by post or (during normal business hours only) by hand to the Company s registrars, Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible, and, to be valid, must arrive by not later than a.m. on 23 October Return of a Form of Proxy will not preclude the Shareholder who has lodged such Form of Proxy from attending and voting in person at the General Meeting should he so wish. Charles Stanley, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker for the Company and no one else in relation to the proposals outlined in this document and will not be responsible to any person other than the Company for providing the protection afforded to customers of Charles Stanley or for advising any other person on the contents of this document or any transaction or arrangement referred to herein. No action

2 has been taken or will be taken in any jurisdiction outside the United Kingdom by either the Company or Charles Stanley that would permit a public offer of Ordinary Shares in any such jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document. Persons into whose possession this document comes are required by the Company and Charles Stanley to inform themselves about and to observe any restriction as to the Placing and the distribution of this document. This document does not constitute an offer for sale or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, Placing Shares in any jurisdiction where such an offer or solicitation is unlawful and, subject to certain exceptions is not for distribution in or into the United States, Canada, Republic of South Africa, New Zealand, Australia, or Japan. The Placing Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Canada, Republic of South Africa, New Zealand, Australia or Japan, nor has any prospectus in relation to the Placing Shares been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this document to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action. The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares on or after Admission. 2

3 CONTENTS Page Expected timetable of principal events 4 Placing statistics 4 Definitions 5 Letter from the Chairman of Sanderson Group plc 7 Notice of General Meeting 12 3

4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Completion of the Acquisition 7 October 2013 Date of this document and posting of the circular 8 October 2013 Admission of the Consideration Shares to trading on AIM to commence 8.00 a.m. on 11 October 2013 Latest time and date for receipt of Form of Proxy a.m. on 23 October 2013 General Meeting a.m. on 25 October 2013 Admission of the Placing Shares to trading on AIM to commence 8.00 a.m. on 28 October 2013 CREST accounts to be credited in respect of the Placing Shares in uncertificated form on 28 October 2013 Dispatch of share certificates in respect of Placing Shares to be issued in certificated form Within 14 days of Admission Note: Each of the times and dates above are subject to change. References to time in this document are to London time unless otherwise stated. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to shareholders by announcement through a Regulatory Information Service. PLACING STATISTICS Placing Price per Placing Share 55 pence Number of Existing Ordinary Shares 43,800,946 Number of Placing Shares 6,363,636 Number of Consideration Shares 1,314,636 Gross proceeds of the Placing 3.50 million Number of Ordinary Shares in issue immediately following Admission of the Placing Shares and the Consideration Shares 51,479,218 Aggregate number of Placing Shares expressed as a percentage of the Enlarged Share Capital immediately following Admission Estimated net proceeds of the Placing receivable by the Company per cent million 4

5 DEFINITIONS The following definitions and rules of interpretation apply throughout this document unless the context requires otherwise: Acquisition the proposed acquisition of the entire issued share capital of One iota Acquisition Agreement the sale and purchase agreement dated 7 October 2013 entered into between the Vendors (1), SMCS (2) and the Company (3) relating to the Acquisition Act Admission AIM AIM Rules Charles Stanley the Companies Act 2006 (as amended) the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules the AIM market operated by the London Stock Exchange the AIM Rules for Companies published by the London Stock Exchange, as in force at the date of this document Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited, registered in England and Wales with registered number with registered office at 25 Luke Street, London EC2A 4AR, the Company s nominated adviser and broker Company or Sanderson Sanderson Group plc (with registered number ) whose registered office is at Sanderson House, Manor Road, Coventry CV1 2GF Completion Consideration Shares CREST Directors or the Board Enlarged Group completion of the Acquisition in accordance with the terms of the Acquisition Agreement the 1,314,636 new Ordinary Shares to be allotted fully paid at a price of pence per share on Completion the electronic system for the paperless settlement of share transfers and the holding of shares in uncertified form administered and operated by Euroclear the board of directors of the Company the Group, as enlarged by the Acquisition Enlarged Issued Share Capital the issued ordinary share capital of the Company, including the Consideration Shares, as enlarged by the Admission of the Placing Shares Euroclear Existing Ordinary Shares FCA Form of Proxy Euroclear UK & Ireland Limited, the operator of CREST 43,800,946 Ordinary Shares, comprising those in issue as at the date of this document the Financial Conduct Authority the form of proxy attached to this document for use by Shareholders in relation to the General Meeting 5

6 General Meeting Group London Stock Exchange Notice of General Meeting the general meeting of the Company convened for a.m. on 25 October 2013 (or any reconvened meeting following any adjournment thereof), notice of which is set out at the end of this document the Company and its subsidiary undertakings London Stock Exchange plc the notice convening the General Meeting set out at the end of this document One iota or the Target One iota Limited (with registered number ) Ordinary Shares Placees Placing Placing Agreement Placing Price Placing Shares Resolutions Shareholders SMCS United States Vendors ordinary shares of 10 pence each in the Company the subscribers for Placing Shares pursuant to the Placing the proposed conditional placing of the Placing Shares by Charles Stanley as agent for and on behalf of the Company at the Placing Price on the terms of the Placing Agreement the conditional agreement dated 7 October 2013 entered into between the Company (1) and Charles Stanley (2) in connection with the Placing 55 pence per Placing Share the 6,363,636 new Ordinary Shares to be conditionally placed for cash pursuant to the Placing Agreement and whose allotment and issue is conditional, inter alia, on the passing of the Resolutions at the General Meeting the resolutions proposed to be passed at the General Meeting as set out in the Notice of General Meeting holders of Ordinary Shares Sanderson Multi-Channel Solutions Limited (with registered number ), a wholly owned subsidiary of the Company the United States of America, each state thereof, its territories and possessions, and all areas subject to its jurisdiction Damian Hanson, David Hague, Neale Graham and Barry Sharples, who are together the sellers under the Acquisition Agreement and who between them own 100 per cent. of the issued share capital of One iota All references in this document to or p are to the lawful currency of the United Kingdom. Words in the singular shall include the plural and in the plural shall include the singular. 6

7 LETTER FROM THE CHAIRMAN SANDERSON GROUP PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number ) Directors: Christopher Winn (Chairman) Adrian Frost (Finance Director) Ian Newcombe (Managing Director, Multi-Channel Solutions) Philip Kelly (Non-Executive Director) John Paterson (Non-Executive Director) Registered Office: Sanderson House Manor Road Coventry CV1 2GF 8 October 2013 To the holders of Ordinary Shares in Sanderson Group plc Dear Shareholder ACQUISITION OF ONE IOTA LIMITED PLACING OF 6,363,636 NEW ORDINARY SHARES AT 55 PENCE PER SHARE AND NOTICE OF GENERAL MEETING 1. Introduction As announced earlier today, the Group has acquired the entire issued share capital of One iota, a leading provider of cloud-based multi-channel retail solutions, for a maximum aggregate consideration of 5.43 million. The Acquisition comprises an initial cash payment of 2.38 million payable on Completion and a further 0.75 million in Consideration Shares to be allotted fully paid by the Company at a price of pence per share, on Completion. Deferred consideration of 0.30 million shall be paid unconditionally in six equal instalments of 50,000 over the three year period immediately following Completion. Further conditional deferred consideration of up to 2.00 million shall be payable subject to One iota achieving certain performance targets over the three years ending 30 September In addition, the Company announced that it intends to raise 3.50 million (before expenses) by way of a Placing of 6,363,636 new Ordinary Shares at a price of 55 pence per share. The Placing is conditional, inter alia, on the Directors being granted the necessary share capital authorities by Shareholders to allot and issue the Placing Shares and a General Meeting has therefore been convened (notice of which is set out at the end of this document) for such purposes. The approval of Shareholders of the Acquisition itself is not necessary and the funds to be raised from the Placing are not intended to be employed to fund the payment of the consideration relating to the Acquisition. This document explains the background to, and reasons for, the Acquisition and the Placing, why the Directors consider the Acquisition and the Placing to be in the best interests of the Group and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting. 2. Background to and reasons for the Acquisition and the Placing It has been the Directors strategy to complement the organic growth of Sanderson with strategic acquisitions that enhance and broaden the Group s existing operations, particularly in the multichannel retail division. Sanderson has continued to invest across all its divisions but the Board 7

8 believes that significant market opportunities exist in developing the range and scope of solutions for online sales and ecommerce businesses as well as the development of mobile solutions across all of the Group s target markets. On 12 August 2013, SMCS completed the acquisition of Catan Marketing Limited, which provides ecommerce solutions under the PRIAM trading name to over 30 multi-channel retailers. The Acquisition of One iota further complements the Group s existing multi-channel retail solutions currently provided to its customers and will enable the acceleration of the Group s own ecommerce product development. The maximum aggregate consideration for the Acquisition is 5.43 million, of which the initial consideration of 2.38 million in cash will be financed from Group s existing cash resources. The purpose of the Placing is to maintain the strength of the Sanderson balance sheet, following the Acquisition and to provide funding to allow the Company to pursue opportunities for further growth. The Board anticipates utilising the proceeds of the Placing to accelerate the pace at which the Group is able to bring new solutions to the market, whilst retaining sufficient cash reserves to maintain financial flexibility. 3. Information on One iota One iota was founded in January 2010 to develop ecommerce solutions across multiple new technology devices and channels. One iota s head office is based in Rossendale, Lancashire with two further offices in South Wales and London. One iota currently has 20 employees. One iota has developed a proprietary cloud-based modular technology platform, MESH. MESH enables the delivery of enterprise grade solutions, delivered in a Software as a Service (SaaS) business model across its key offerings which span mobile commerce, ecommerce, social media and a range of in-store technology. MESH is cloud-based and developed to be channel agnostic, has the flexibility to handle integration into existing systems and can either be deployed as a managed service or utilised as a developer platform. MESH is used by some of the United Kingdom s leading retailers to power their multi-channel retail solutions, hosting thousands of visitors on a daily basis, and securely processing large volumes of transactions. One iota is currently working with retailers including: Littlewoods; Very.co.uk; Footasylum; and SuperDry. Financial overview For the year ended 31 January 2013, One iota had an unaudited turnover of 0.66 million (2012: 0.50 million) and profit before taxation of million (2012: million). At 31 January 2013, One iota s net assets were 0.85 million. For the seven months ended 31 August 2013, One iota had unaudited turnover of 0.61 million and profit before taxation of 0.21 million. Directors Damian Hanson, CEO & Co-founder Damian founded One iota in 2010 having worked for 2ergo Group plc ( 2ergo ) since 2002 as Group Sales Director. Prior to joining 2ergo, Damian worked for GE Capital ITS and National Computing Centre. David Hague, CTO & Co-founder David co-founded Wapfly, a mobile software business in 2004, which provided mobile media services for companies such as EMAP, Bauer Media and Condé Nast. In 2009 Wapfly was acquired by 2ergo. David held managerial roles at 2ergo before founding One iota in 2010 with Damian. 8

9 4. Terms of the Acquisition The Group has entered into an Acquisition Agreement in relation to the sale and purchase of the entire issued share capital of One iota. The maximum consideration payable under the Acquisition Agreement is 5.43 million. The consideration payable will be satisfied on Completion by the payment by SMCS of an initial cash consideration of 2.38 million and a further 0.75 million in Consideration Shares to be allotted fully paid by the Company at a price of pence per share, being the average of the middle market quotations of an Ordinary Share of the Company as shown by the AIM section of the London Stock Exchange Daily Official List for the thirty consecutive Business Days ending on 30 September The initial cash consideration is being satisfied from the Group s own existing cash resources. Deferred consideration of 0.30 million shall be paid unconditionally in six equal instalments of 50,000 over the three year period immediately following Completion. Further conditional deferred consideration of up to 2.00 million shall be payable subject to One iota achieving certain performance targets over the three years ending 30 September If One iota trades in line with its financial targets, consideration of approximately 0.50 million would be payable in respect of both financial years ending 30 September 2014 and 30 September Consideration of up to 1.00 million would be payable in respect of the year ending 30 September No deferred consideration will be payable in respect of any financial year in which profits before tax fail to exceed 0.30 million and where revenue growth expectations are not achieved. Certain employees of One iota will be awarded options under the terms of the existing Sanderson enterprise management incentive (EMI) plan as a replacement arrangement for One iota s existing EMI scheme and to provide an incentive to certain key staff. Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM. It is expected that admission of the Consideration Shares will occur at 8.00 a.m. on 11 October The Consideration Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares on or after admission. 5. Details of the Placing The Company has conditionally raised gross proceeds of approximately 3.50 million (before commission and transaction related expenses) through the proposed allotment and issue of the Placing Shares at the Placing Price, which represents a discount of approximately 3.51 per cent. to the middle market closing price of 57 pence per Ordinary Share on 7 October 2013, being the last practicable date prior to the publication of this document. The Placing Shares will represent approximately per cent. of the Enlarged Share Capital. The Placing is conditional upon, inter alia, the Resolutions being passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 28 October 2013 (or such later time and/or date as the Company and Charles Stanley may agree, but in any event no later than 8.00 a.m. on 11 November 2013). Placing Agreement The Company and Charles Stanley have entered into the Placing Agreement pursuant to which Charles Stanley has conditionally agreed to use its reasonable endeavours to procure subscribers for the New Ordinary Shares at the Placing Price. Charles Stanley may terminate the Placing Agreement in specified circumstances, including for material breach of warranty at any time prior to Admission, in the event of force majeure at any time prior to Admission or on the material breach of certain other obligations under the Placing Agreement. 9

10 The Placing Agreement, which contains certain customary warranties, undertakings and indemnities by the Company in favour of Charles Stanley, is conditional as regards Admission upon, inter alia, (i) Admission occurring not later than 28 October 2013 (or such later date as the Company and Charles Stanley may agree not being later than 11 November 2013) and (ii) none of the warranties given to Charles Stanley being untrue, inaccurate or misleading in any material respect prior to Admission. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. 6. Settlement and dealings Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on 28 October The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares on or after Admission. Following Admission, the total issued share capital of the Company will increase to 51,479,218 Ordinary Shares. The Company does not hold any shares in treasury and therefore the total number of voting rights in Sanderson is 51,479,218 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a charge to their interest in, the Company under the FCA s Disclosure and Transparency Rules. 7. Use of proceeds The proceeds of the Placing, when added to the existing resources available to the Company will be used to finance: the development of synergies of the MESH technology with existing Sanderson ecommerce solutions; the acceleration of the development of Sanderson mobile solutions; and increased sales and marketing activities. 8. Current trading and prospects Alongside the acquisition of Catan Marketing Limited, which was announced on 13 August 2013, Sanderson made the following statement: Sanderson is continuing to trade well in the second half of the financial year ending 30 September 2013 and management expects trading results to be in line with market forecasts. There are some early signs of improving general economic conditions and this should assist future organic growth. The Group plans to make its usual pre-close trading statement towards the end of October 2013 and the Directors expect the trading results for the year ending 30 September 2013 to be in line with market expectations. 9. General Meeting A notice convening the General Meeting to be held at the offices of the Company at Sanderson House, Manor Road, Coventry CV1 2GF at a.m. on 25 October 2013 is set out at the end of this document. At the General Meeting, the Resolutions will be proposed. A summary of the Resolutions is set out below: 10

11 In the first resolution, the Directors are seeking shareholder approval to allot up to an additional 6,363,636 new Ordinary Shares pursuant to the Placing. The new Ordinary Shares will amount to approximately per cent. of the existing issued share capital of the Company and per cent. of the Enlarged Share Capital. This approval is in addition to the authority given to the Directors at the Company s annual general meeting on 28 February 2013 to allot relevant securities up to an aggregate nominal amount of 1,455,865 (and not in substitution for such authority). The authority sought to be given to the Directors, pursuant to this resolution, to allot shares in the capital of the Company requires an ordinary resolution of the Shareholders at a general meeting under section 551 of the Act. This authority will expire at the conclusion of the next annual general meeting of the Company or on the date falling 15 months after the date on which this resolution is passed (whichever is the earlier). In the second resolution, subject to the passing of the first resolution, the Directors are seeking shareholder approval under section 570 of the Act to allot for cash up to 6,363,636 new Ordinary Shares in accordance with the Placing without being required first to offer such securities to Shareholders in accordance with the statutory pre-emption rights set out in section 561 of the Act. This authority will also expire at the conclusion of the next annual general meeting of the Company or on the date falling 15 months after the date on which this resolution is passed (whichever is the earlier). The statutory pre-emption rights set out in section 561 of the Act do not apply to the allotment of the Consideration Shares on the basis that the shares are being allotted for non-cash consideration. 10. Action to be taken in respect of the General Meeting Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company s Registrars, Neville Registrars, not later than a.m. on 23 October 2013, being 48 hours (excluding weekends) before the time appointed for holding the General Meeting. Completion of the Form of Proxy will not preclude you from attending the meeting and voting in person if you so wish. 11. Documents available Copies of this document will be available to the public free of charge from the registered office of the Company at Sanderson House, Manor Road, Coventry CV1 2GF and from the offices of Charles Stanley at 131 Finsbury Pavement, London EC2A 1NT, during normal office hours, (Saturdays, Sundays and Bank Holidays excepted) from the date of this document until the date which is one month following Completion and on the Company s website, at Recommendation The Directors consider that the Acquisition and the Placing are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as each member of the Board intends to do in respect of their beneficial holdings and those of their connected parties amounting, in aggregate, to 12,946,000 Ordinary Shares, representing approximately per cent. of the Existing Shares of the Company. Yours faithfully Christopher Winn Chairman 11

12 SANDERSON GROUP PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number ) NOTICE OF GENERAL MEETING NOTICE IS HEREBY GIVEN that a General Meeting of Sanderson Group plc (the Company ) will be held at the offices of Sanderson Group plc at Sanderson House, Manor Road, Coventry CV1 2GF at a.m. on 25 October 2013 for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed, as to the first resolution as an ordinary resolution and as to the second resolution as a special resolution: ORDINARY RESOLUTION 1. THAT the Directors from time to time of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (as amended) (the Act ) (in addition to (and not in substitution for) all previous authorities pursuant to section 80 of the Companies Act 1985 or section 551 of the Act, to the extent not utilised at the date this resolution is passed) to exercise all the powers of the Company to allot equity securities (within the meaning of section 560(1) of the Act) up to an aggregate nominal amount of 636, pursuant to the placing described in the circular to shareholders of the Company dated 8 October 2013 (the Circular ), provided that such authority shall expire at the conclusion of the next annual general meeting of the Company or on the date falling 15 months after the date on which this resolution is passed (whichever is the earlier). SPECIAL RESOLUTION 2. THAT, subject to the passing of resolution 1 above, in accordance with section 570 of the Act, the Directors be and they are hereby empowered to allot equity securities within the meaning of section 560(1) of the Act) for cash pursuant to the general authority conferred on them by resolution 1 above as if section 561(1) of the Act did not apply to the allotment, provided that the power hereby conferred shall be limited to the allotment for cash of equity securities up to an aggregate nominal amount of 636, for the purposes of the placing described in the Circular and that such power shall expire at the conclusion of the next annual general meeting of the Company or on the date falling 15 months after the date on which this resolution is passed (whichever is the earlier) and shall be in addition to (and not in substitution for) all previous authorities pursuant to section 571 of the Act. Dated: 8 October 2013 By order of the Board Adrian Frost Company Secretary Registered Office: Sanderson House Manor Road Coventry CV1 2GF 12

13 Notes 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions has been sent to shareholders at the same time as this notice. 2. The appointment of a proxy will not prevent a member from subsequently attending and voting at the General Meeting in person. 3. To be effective the instrument appointing a proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be either (a) deposited at the Company s registrars, by a.m. on 23 October 2013 or not less than 48 hours before the time for holding an adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, (b) lodged using the CREST Proxy Voting Service see Note 6 below or (c) via the registrars website at 4. Holders of ordinary shares are entitled to attend and vote at the General Meeting of the Company. The total number of issued ordinary shares in the Company on 7 October 2013, which is the latest practicable date before the publication of this document, is 43,800,946. On a vote by show of hands every member who is present in person or by proxy shall have one vote. On a poll vote every member who is present in person or by proxy shall have one vote for every ordinary share of which he is the holder. 5. Entitlement to attend and vote at the meeting, and the number of votes which may be cast thereat, will be determined by reference to the Company s Register of Members at 6.00 p.m. on 23 October 2013 or, if the meeting is adjourned, at 6.00 p.m. on the day two days before the date fixed for the adjourned meeting (as the case may be). In each case, changes to the Register of Members after such time will be disregarded. 6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this General Meeting and any adjournment thereof by using the procedures described in the CREST Manual which can be viewed at CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer s agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to the appointee by other means. CREST members, and where applicable their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members, and where applicable their CREST sponsors or voting service providers, are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. 13

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