Tender Offer. RSM UK PBT Trustee Limited. RSM UK Holdings Limited

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice from a person authorised under the Financial Services and Markets Act 2000, or if you are resident outside the UK, a person authorised by the appropriate regulator in your jurisdiction, who specialises in advising on the acquisition or disposal of shares, before taking any action. RSM & Co (UK) Limited, which is authorised and regulated by the Financial Conduct Authority, has approved this document for the purposes of Section 21 of the Financial Services and Markets Act RSM & Co (UK) Limited is listed on the Financial Services Register with registration number RSM & Co (UK) Limited is a company incorporated under the laws of England and Wales and has its registered office at 25 Farringdon Street, London EC4A 4AB. RSM & Co (UK) Limited is acting for RSM UK PBT Trustee Limited in relation to the Tender Offer and is not acting for or advising any other person or treating any other person as its customer in relation to such transaction and will not be responsible to any other person for providing the protections afforded to customers of RSM & Co (UK) Limited. Tender Offer by RSM UK PBT Trustee Limited to purchase up to 3,400,000 ordinary shares of 0.01 each in the capital of RSM UK Holdings Limited from Non-Partner Shareholders at 60 pence per share The terms and procedure for acceptance of the Tender Offer are set out on pages 7 to 12 of this document and in the accompanying Tender Form. It is important that you read those sections carefully and, if you decide to accept the Tender Offer, that you act promptly and in any event before the Closing Date. If you are not the beneficial owner of the RSM Shares registered in your name, you should consult the beneficial owner before taking any action in relation to the Tender Offer and any such action should be as directed or approved by the beneficial owner. The Tender Offer will remain open until 1.00 p.m. on Tuesday 2 October 2018 (the Closing Date ). The Tender Offer will only be available to Non-Partner Shareholders in respect of RSM Shares which are recorded on the Register as held by them as at the Closing Date. Non-Partner Shareholders wishing to tender RSM Shares for purchase under the Tender Offer should ensure that their completed Tender Forms are returned either by post or by hand during normal business hours only to RSM Group Legal Counsel, RSM UK Holdings Limited, 25 Farringdon Street, London EC4A 4AB, so as to be received as soon as possible and in any event by no later than 1.00 p.m. on the Closing Date. Non-Partner Shareholders should also return their share certificate(s) in respect of the RSM Shares tendered with their Tender Form. The availability of the Tender Offer to Non-Partner Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Non-Partner Shareholders who are not so resident should inform themselves about and observe such applicable requirements. Page 1

2 Contents Definitions...3 Letter from RSM UK Holdings Limited...4 Letter from the RSM PBT Trustee containing the Tender Offer...6 You are advised to read this document carefully. If you have any queries relating to the procedure for tendering please contact Rachel Jones, RSM Group Legal Counsel, on +44(0) or at However, please note that Rachel Jones cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice. Page 2

3 Definitions The following definitions apply throughout this document and the accompanying Tender Form unless the context requires otherwise: 2017 Tender Offer the tender offer made by the RSM PBT Trustee in October 2017 to purchase up to 3,300,000 RSM Shares from Non-Partner Shareholders at 60 pence per RSM Share Business Day a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London Closing Date 1.00 p.m. on Tuesday 2 October 2018 Non-Partner Shareholder Overseas Shareholders Register RSM RSM Group RSM PBT RSM PBT Trustee RSM Shareholders Website RSM Share Tender Tender Form Tender Offer Threshold UK or United Kingdom a holder of RSM Shares who as at the date of this document is not a member of any limited liability partnership in the RSM Group Non-Partner Shareholders whose registered addresses are outside the UK or who are citizens, residents or nationals of countries other than the UK the register of members of RSM RSM UK Holdings Limited the UK group of companies and limited liability partnerships trading as RSM being RSM UK Holdings Limited and any company or limited liability partnership in which RSM holds shares or has any other form of direct or indirect proprietary interest (and for the avoidance of doubt, not including RSM PBT Trustee) the RSM UK Partner Benefit Trust RSM UK PBT Trustee Limited the RSM members and shareholders website ordinary share of 0.01 in the capital of RSM means a tender made by a Non-Partner Shareholder (being an offer to sell some or all of their RSM Shares) in order to accept the Tender Offer the tender form issued by the RSM PBT Trustee for use by Non-Partner Shareholders in connection with the Tender Offer the tender offer by the RSM PBT Trustee to Non-Partner Shareholders to tender (i.e. offer to sell) some or all of their RSM Shares on the terms and conditions set out in this document and the Tender Form and, where the context admits, any revision or subsequent version, variation, extension or renewal thereof 19,500 RSM Shares the United Kingdom of Great Britain and Northern Ireland All references to time in this document are to London time. Page 3

4 RSM UK Holdings Limited (Incorporated in England and Wales with number ) Registered Office 25 Farringdon Street London EC4A 4AB 4 September 2018 Dear Shareholder I am writing to you to explain the background to the Tender Offer being made to you by the RSM PBT Trustee and which is contained in the rest of this document. As you will recall, in 2017 RSM restructured its partner benefit trust arrangements through the formation of a new partner benefit trust named RSM UK Partner Benefit Trust (the RSM PBT ). The restructuring included the following objectives: (a) (b) (c) to increase liquidity in the sale and purchase of RSM Shares and provide an opportunity for any RSM UK current partners wishing to do so to increase their shareholdings in RSM; to facilitate Non-Partner Shareholders realising all or part of their shareholdings, for example, to take advantage of their annual CGT tax free allowance, and thus maintain (or adjust) the balance of ownership between current partners and other ordinary shareholders; and to facilitate management participation in the partner share scheme. The trustee of the RSM PBT is an independent trust company (the RSM PBT Trustee ). Its directors (since formation) are Stephen Berger, Colin Rowe and Terry Saunders, all of whom are retired RSM UK (or Baker Tilly) partners. In October 2017 the RSM PBT Trustee made a tender offer to purchase up to 3,300,000 RSM Shares from Non-Partner Shareholders at 60 pence per RSM Share (the 2017 Tender Offer ), which resulted in 3,299,981 RSM Shares being so acquired by the RSM PBT. In furtherance of the objectives referred to above and following the successful completion of the 2017 Tender Offer in November 2017, the RSM PBT Trustee is now offering to buy up to 3,400,000 (three million, four hundred thousand) further RSM Shares from Non-Partner Shareholders. This is the Tender Offer. The letter from the RSM PBT Trustee on pages 7 to 12 sets out the terms of the Tender Offer, the procedure for tendering, and the details regarding settlement. If the Tender Offer is over-subscribed, Tenders above the Threshold will be scaled back (but only in respect of RSM Shares tendered in excess of the Threshold). Tenders at or below the Threshold will not be subject to scaling back. The RSM PBT Trustee has fixed the Threshold at 19,500 RSM Shares in order that the capital gain accruing to a Non- Partner Shareholder who acquired their RSM Shares with minimal base cost, as part of the Everest restructuring in 2007, on a sale of that number of RSM Shares, would all potentially fall within his or her annual CGT tax-free allowance. For the purposes of illustration only, if the Tender Offer is accepted to the maximum limit imposed by the RSM PBT Trustee, the RSM PBT Trustee would hold on trust for the RSM PBT, RSM Shares representing approximately 4.7 % (four point seven per cent.) of the issued ordinary share capital of RSM. The RSM PBT will finance the Tender Offer from monies to be settled on it by RSM. Once acquired, the RSM Shares will be retained by the RSM PBT Trustee and used by it in furtherance of the RSM PBT s objects. Page 4

5 The latest directors' report and financial statements for RSM for the year ended 31 March 2018 are available to be viewed in the Documents section of The Library on the RSM Shareholders' Website at Alternatively, a copy may be obtained on request from Edmund Scholey, RSM Legal Counsel, edmund.scholey@rsmuk.com, telephone +44(0) RSM has a valuation of the RSM Shares performed periodically by an independent valuer. The last such valuation was as at 29 November 2017 and was 1.63 per RSM Share (based on a shareholding of 2.5 per cent. of RSM's share capital). No separate valuation has been performed for the purpose of the RSM PBT Trustee making the Tender Offer. For the 12 months to 31 August 2018, there were 21 transfers of RSM Shares recorded as a result of sales between individual shareholders via the share auction site or the marketplace on the RSM Shareholders' Website or private sales, in the price range 0.42 to 0.55, and one gift between individual shareholders. In addition, there were 4 transfers from individual shareholders to the RSM PBT Trustee in the price range 0.45 to 0.50, in circumstances where those individual shareholders had offered the shares in question for sale via the share auction site but received no bids at or above the reserve price, following which the RSM PBT Trustee offered to purchase those shares at the reserve price. The availability of the share auction site and the marketplace as potential means to transact with other shareholders is under review but will not be directly affected by the Tender Offer. Please note that this information cannot be taken as a reliable indicator regarding the price or availability of any such future transfers by way of the auction site and/or marketplace. Following the completion of the 2017 Tender Offer, the RSM PBT Trustee made awards totalling 3,299,981 RSM Shares to 105 then current RSM partners in response to recommendations received from RSM UK Group LLP. During the 12 months to 31 August 2018, RSM also issued 45,000 new RSM Shares as part of the deferred consideration for the acquisitions of Banks Limited and Right Hand HR Limited. Such new RSM Shares were issued at a price of 1.00 per new RSM Share. In addition, RSM issued 1,252,506 new RSM Shares in October 2017, representing the matching shares (or BOGOF shares) in respect of RSM Shares purchased in 2014 through the RSM partner share scheme, and a further 1,157,265 new RSM Shares in August 2018 representing similar matching shares in respect of RSM Shares purchased in 2015 through the RSM partner share scheme. The articles of association of RSM provide that any transfer of RSM Shares which is not to an existing holder of RSM Shares or an existing member of a limited liability partnership in the RSM Group, in either case who has agreed to be bound by the shareholders agreement, requires the consent of the Board of RSM. The RSM PBT Trustee is an existing RSM shareholder but has not been required to enter into such shareholders agreement. Accordingly, I confirm that the Board of RSM has given its consent to the transfer of RSM Shares to the RSM PBT Trustee pursuant to the Tender Offer. It is important to note that the Board of RSM cannot, and does not, give any advice or recommendation to Non-Partner Shareholders as to whether, or as to what extent, you should elect to accept the Tender Offer and sell your shares in RSM. Any such decision is a matter for each Non-Partner Shareholder to decide and will be influenced by individual investment objectives and by your personal financial and tax circumstances. In particular, if you are in any doubt about your tax position, you should consult your professional adviser before taking any action in relation to the Tender Offer. If you do decide to accept the Tender Offer you should read carefully all the information from the RSM PBT Trustee contained in this document and the accompanying Tender Form. If you do not wish to sell any of your RSM Shares then there is no need for you to take any action. Page 5

6 Non-Partner Shareholders who are in any doubt as to the content of this document or as to the action to be taken should seek their own personal financial advice from their financial adviser authorised under the Financial Services and Markets Act Yours sincerely Laurence Longe Chairman RSM UK Holdings Limited Page 6

7 Letter from the RSM PBT Trustee containing the Tender Offer From: RSM UK PBT Trustee Limited 25 Farringdon Street London EC4A 4AB 4 September 2018 Dear Shareholder Tender Offer Pursuant to the Tender Offer, the RSM PBT Trustee acting on behalf of the RSM PBT hereby offers to acquire on the terms and subject to the conditions set out in this document and in the Tender Form, up to 3,400,000 (three million, four hundred thousand) RSM Shares as follows: For each RSM Share 60 pence in cash Consideration for RSM Shares tendered in connection with the Tender Offer will be in cash only. The Tender Offer will close at 1.00 p.m. on Tuesday 2 October 2018 (the Closing Date ). 1 Terms of the Tender Offer The Tender Offer is subject to the following terms: 1.1 RSM Shares may be tendered under the Tender Offer at a price of 60 (sixty) pence per share. All Tenders will be irrevocable. 1.2 The Tender Offer will only be available to Non-Partner Shareholders in respect of RSM Shares registered in his or her name on the Register as at the Closing Date. 1.3 A Non-Partner Shareholder may only tender RSM Shares (a) registered in his or her name as at the date of this document or (b) in respect of which a completed and signed stock transfer form has been received by the RSM Registrar on or prior to 31 August If the Tender Offer is oversubscribed such that the aggregate number of tendered RSM Shares exceeds 3,400,000 (three million, four hundred thousand), Tenders will be scaled down as follows: any Tender of 19,500 (nineteen thousand five hundred) (the Threshold ) or fewer RSM Shares will not be scaled down and will have the full amount of the RSM Shares tendered acquired; but all other Tenders will be scaled down pro rata to the number of RSM Shares tendered in excess of the Threshold, rounded down to the nearest whole number of RSM Shares. No Tender will be scaled down below the Threshold. 1.5 The Tender Offer will remain open until the Closing Date. 1.6 Subject to paragraphs 1.2 and 1.3 above, Non-Partner Shareholders may tender all or any part of their holdings. 1.7 RSM Shares successfully tendered pursuant to the Tender Offer will be acquired by the RSM PBT Trustee fully paid and free from all liens, charges, equitable interests and encumbrances Page 7

8 and together with all rights attaching thereto, including the right to all dividends (subject to any dividend waiver pursuant to sub-paragraph below) and other distributions declared, and the right to attend and vote at any general meeting of RSM, in each case after the date the results of the Tender Offer are announced. 1.8 The results of the Tender Offer and, if applicable, the extent to which any Tender will be scaled down, will be announced on the RSM Shareholders Website on or before Friday 5 October 2018, being the third Business Day following the Closing Date. 1.9 All Tenders must be made on the Tender Form which accompanies this document. Tender Forms must be duly completed in accordance with the instructions set out in this document and in the Tender Form, which (together with the notes in the Tender Form) constitute part of the terms of the Tender Offer. A Tender of RSM Shares will only be valid where the procedure for tendering set out in the Tender Offer document and in the Tender Form is complied with, save where this condition is expressly waived by the RSM PBT Trustee in its sole discretion The Tender Offer and all Tenders will be governed by and construed in accordance with English law and delivery of a Tender Form will constitute submission to the jurisdiction of the English courts No person outside the UK receiving a copy of the Tender Offer document or any Tender Form may treat the same as constituting an invitation or offer to him or her unless the Tender Offer is lawfully made in the relevant territory. It is the responsibility of any such person to satisfy himself or herself as to full observance of the laws of that territory All documents and remittances sent by or to Non-Partner Shareholders will be sent at the risk of the person entitled to them If part only of a holding of RSM Shares is sold pursuant to the Tender Offer, or if, because of scaling down, any tendered RSM Shares are not purchased pursuant to the Tender Offer, the relevant Non-Partner Shareholder will be entitled to a certificate in respect of the unsold RSM Shares Further copies of the Tender Form may be obtained on request from Edmund Scholey, RSM Legal Counsel, edmund.scholey@rsmuk.com, telephone +44(0) All decisions as to the number of RSM Shares tendered, scaling down (if necessary) and the validity and eligibility (including the time and date of receipt) of any Tender of RSM Shares will be made by the RSM PBT Trustee in its sole discretion, which decision shall be final and binding on all of the parties (except as otherwise required under applicable law). The RSM PBT Trustee reserves the absolute right to reject any or all Tenders it determines not to be in proper form or the acceptance or payment for which may, in the opinion of the RSM PBT Trustee, be unlawful. No Tender of RSM Shares will be deemed to be validly made until all defects or irregularities have been cured or waived. In the event of a waiver, the consideration under the Tender Offer will not be dispatched until after the Tender Form is complete in all respects and the share certificates and/or other document(s) of title (or, failing which, a letter of indemnity), in each case satisfactory to the RSM PBT Trustee and RSM, have been received Neither the RSM PBT Trustee nor any other person is or will be obliged to give notice of any defects or irregularities in Tenders and will not incur any liability for failure to give any such notice RSM Shares successfully tendered will be acquired by the RSM PBT Trustee to be held on the trusts set out in the trust deed for the RSM PBT. Page 8

9 1.18 Any accidental omission to provide, or any delay or non-receipt of, the Tender Offer document or the Tender Form by any person entitled to receive the same shall not invalidate any aspect of the Tender Offer. 2 Procedure for Tendering To take up the Tender Offer Non-Partner Shareholders must complete and return the Tender Form in accordance with the instructions set out below and the instructions and notes printed on the Tender Form. The completed and signed Tender Form should be sent either by post or by hand during normal business hours only to RSM Group Legal Counsel, RSM UK Holdings Limited, 25 Farringdon Street, London EC4A 4AB as soon as possible, and in any event, so as to be received not later than the Closing Date. No Tenders received after that time will be accepted. An acknowledgement of receipt of the Tender Form will be sent (to the address or postal address to which the Tender Offer was sent) within three Business Days of receipt by RSM Group Legal Counsel. Such acknowledgement of receipt will not constitute an acceptance of the validity of the Tender or a waiver of any invalidity. Any Tender Form received in an envelope postmarked or otherwise appearing to the directors of the RSM PBT to have been sent from a jurisdiction where the making or acceptance of the Tender Offer would violate the relevant laws of that jurisdiction may be rejected as an invalid tender. For further information on Overseas Shareholders, see the section headed Overseas Shareholders below. The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title. If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by RSM Group Legal Counsel, RSM UK Holdings Limited, 25 Farringdon Street, London EC4A 4AB as soon as possible, and in any event, so as to be received not later than the Closing Date together with any share certificate(s) and/or document(s) of title that you may have available. In respect of those RSM Shares for which your certificate(s) is/are unavailable, you should complete a letter of indemnity, which can be obtained by contacting Edmund Scholey, RSM Legal Counsel, edmund.scholey@rsmuk.com, telephone +44(0) This indemnity should be returned with the Tender Form (or as soon as possible thereafter) as described above so as to be received by RSM Group Legal Counsel, RSM UK Holdings Limited, 25 Farringdon Street, London EC4A 4AB, as soon as possible, and in any event, so as to be received not later than the Closing Date. 3 Settlement Settlement of the consideration to which any Non-Partner Shareholder is entitled pursuant to valid Tenders accepted by the RSM PBT Trustee is expected to be made by cheque. Cheques are expected to be sent out within 10 Business Days of the Closing Date (or such later date as the RSM PBT Trustee in its sole discretion may reasonably determine is necessary to enable the RSM PBT Trustee to verify that any relevant Tender Form is valid or for any other reason). Cheques for the consideration due will be dispatched by first class post to the Non-Partner Shareholder whose name and address is set out in Box 1 (or, if relevant, Box 3) of the Tender Form or, if none is set out, to the registered address of the tendering Non-Partner Shareholder or, in the case of joint holders, the address of the first named. All payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank. Page 9

10 4 Effect of Tender Each Non-Partner Shareholder by whom, or on whose behalf, a Tender Form is executed irrevocably undertakes, represents, warrants and agrees to and with the RSM PBT Trustee (so as to bind him/her, his/her personal representatives, heirs, successors and assigns) that: 4.1 the execution of the Tender Form shall constitute an offer to sell to the RSM PBT Trustee such number of RSM Shares as are inserted in Box 2 of the Tender Form on and subject to the terms and conditions set out or referred to in this document and the Tender Form (including any scaling down) and that, once lodged, such Tender shall be irrevocable; 4.2 such Non-Partner Shareholder has full power and authority to tender, sell, assign or transfer the RSM Shares in respect of which such Tender is made (together with all rights attaching thereto) and, when the same are purchased by the RSM PBT Trustee, the RSM PBT Trustee will acquire such RSM Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, or pre-emption rights or other third party rights of any nature and together with all rights attaching thereto, in each case after the date the results of the Tender Offer are announced, including the right to receive all dividends (subject to any dividend waiver pursuant to sub-paragraph below) and other distributions declared after that date; 4.3 the execution of the Tender Form will constitute the irrevocable appointment of any person authorised by the RSM PBT Trustee as such Non-Partner Shareholder's attorney and/or agent ( attorney ), and an irrevocable instruction to the attorney to: complete and execute all or any instruments of transfer and/or other documents at the attorney's discretion in relation to the RSM Shares referred to in sub-paragraph 4.1 above in favour of the RSM PBT Trustee or such other person or persons as the RSM PBT Trustee may direct; complete and execute a waiver in respect of any dividend that might otherwise become payable in respect of the RSM Shares referred to in sub-paragraph 4.1 above in the period between the date the results of the Tender Offer are announced and the date the RSM PBT Trustee is entered in the register of members of RSM as the holder of such RSM Shares, provided that any such waiver is executed before any proposed dividend is declared; and deliver such instrument(s) of transfer and/or other documents at the discretion of the attorney, together with the share certificate(s) and/or other document(s) relating to such RSM Shares, for registration within two months of the Closing Date and to do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in the RSM PBT Trustee or its nominee(s) or such other person(s) as the RSM PBT Trustee may direct such RSM Shares; 4.4 such Non-Partner Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by the RSM PBT Trustee or any of its directors or any person nominated by the RSM PBT Trustee in the proper exercise of their, his or her powers and/or authorities under this document; 4.5 such Non-Partner Shareholder will deliver to RSM Group Legal Counsel, RSM UK Holdings Limited, 25 Farringdon Street, London EC4A 4AB their share certificate(s) and/or other document(s) of title in respect of the RSM Shares referred to in sub-paragraph 4.1 above, or an Page 10

11 indemnity acceptable to the RSM PBT Trustee and RSM in lieu thereof, no later than the Closing Date; 4.6 the provisions of the Tender Form shall be deemed to be incorporated into the terms and conditions of the Tender Offer; 4.7 such Non-Partner Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by the RSM PBT Trustee to be desirable, in each case to complete the purchase of the relevant RSM Shares and/or to perfect any of the authorities expressed to be given under this document; 4.8 such Non-Partner Shareholder, if an Overseas Shareholder, has fully observed any applicable legal requirements, that the invitation under the Tender Offer may be made to him or her under the laws and regulations of the relevant jurisdiction and that he or she is entitled to accept the Tender Offer under the laws and regulations of the relevant jurisdiction; 4.9 such Non-Partner Shareholder has not received or sent copies or originals of this document, the Tender Form or any related documents in, into or from the United States, Canada, Australia or Japan and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, e- mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of the United States, Canada, Australia or Japan, the Tender Form has not been mailed or otherwise sent in, into or from the United States, Canada, Australia or Japan, and such Non-Partner Shareholder is accepting the Tender Offer from outside the United States, Canada, Australia or Japan; 4.10 on execution the Tender Form takes effect as a deed; and 4.11 the execution of the Tender Form constitutes such Non-Partner Shareholder's submission to the jurisdiction of the courts of England in relation to all matters arising out of or in connection with the Tender Offer or the Tender Form. To the extent not prohibited by or ineffective under applicable law, each Non-Partner Shareholder by whom or on whose behalf a Tender Form is executed irrevocably agrees to assume liability for, pay and indemnify the RSM PBT Trustee and its directors from and against any and all liabilities, obligations, damages, losses, settlements, judgments, claims, actions, suits, penalties, costs, expenses and other sanctions (civil or criminal) suffered or incurred by the RSM PBT Trustee and any of its directors as a result of the breach by such Non-Partner Shareholder of any of the undertakings, representations, warranties, or agreements contained in this paragraph 4. A reference above to a Non-Partner Shareholder includes a reference to the person or persons executing the Tender Form. In the event of more than one person executing a Tender Form, the above provisions will apply to them jointly and severally. 5 Overseas Shareholders 5.1 The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Non-Partner Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Non-Partner Shareholder wishing to tender RSM Shares to satisfy himself or herself as to the full observance of the laws of the relevant jurisdiction in connection with the Tender, including the obtaining of any governmental, exchange control or Page 11

12 other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Non-Partner Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and the RSM PBT Trustee and any person acting on its behalf shall be fully indemnified and held harmless by such Non-Partner Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom. 5.2 The provisions of this paragraph 5 and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Non-Partner Shareholders or on a general basis by the RSM PBT Trustee in its absolute discretion but only if the RSM PBT Trustee is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other law. 5.3 Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory. 6 Taxation The disposal of RSM Shares pursuant to the Tender Offer will constitute a disposal of RSM Shares for the purposes of UK taxation on capital gains and may give rise to liability to taxation. Liability to UK taxation on capital gains will depend on the individual circumstances of holders of RSM Shares and may be subject to change in the future. Any Non-Partner Shareholder who is in any doubt as to his or her own tax position (whether in respect of UK taxation on capital gains or in any other respect) should consult his or her professional adviser. Yours faithfully Stephen Berger Director For and on behalf of RSM UK PBT Trustee Limited Page 12