Notice of Extraordinary General Meeting

PART 2

DETAILS OF THE RETURN OF CAPITAL

1.            Return of Capital to Shareholders

The Return of Capital consists of the allotment and issue of B Shares to Shareholders and the redemption of the B Shares by the Company.

The Board intend to announce further details of each Return of Capital including the relevant Record Dates, the Redemption Price and the Redemption Dates in due course.

2.            Allotment, issue and redemption of B Shares

Shareholders will receive B Shares pro rata to their holding of Ordinary Shares at the time of the issue of the B Shares. The rights and restrictions attached to the B Shares are more fully set out in Part 3 of this Circular.

Each B Share will be redeemed by the Company on the relevant Redemption Date without any further action from the Shareholders. Each B Share will be cancelled by the Company on redemption.

The B Shares will not be admitted to the Official List or to trading on the London Stock Exchange's Main Market, nor will they be listed or admitted to trading on any other recognised investment exchange.

No share certificates will be issued in respect of the B Shares.

3.            Overseas Shareholders

Shareholders who are not resident in the United Kingdom or Guernsey or who are citizens, residents or nationals of other countries should consult their professional advisers to ascertain whether the Return of Capital (including, as may be relevant in each case, the issue, holding or redemption of the B Shares) will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any Shareholder to satisfy himself as to full observance of the laws of each relevant jurisdiction in connection with the Return of Capital, including the obtaining of any government, exchange control or other consents which may be required, or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties in such jurisdiction.

The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Neither this document nor any other document issued or to be issued by or on behalf of the Company in connection with the Return of Capital constitutes an invitation, offer or other action on the part of the Company in any jurisdiction in which such invitation, offer or other action is unlawful.

Each Shareholder irrevocably represents, warrants, undertakes and agrees to and with the Company that such Shareholder has observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due from such Shareholder in any territory in connection with the Return of Capital and such Shareholder has not taken or omitted to take any action which may result in the Company or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Return of Capital (or any transaction resulting therefrom).

PART 3

RIGHTS AND RESTRICTIONS ATTACHED TO THE B SHARES

In order to effect the proposed Return of Capital as described in this Circular the Articles will need to be amended. Details of the rights of the B Shares and the restrictions which they are subject to are set out below. These will be reflected in the new Articles proposed to be adopted at the EGM.

General

The B Shares may be issued in such classes and denominated in such currency as the Directors may determine. The B Shares will only be issued to existing Shareholders pro rata to their shareholding of Ordinary Shares at the time of the issue of B Shares.

Income and Capital

The holders of B Shares have no right to any dividends, any other income distributions or any capital distribution, other than the right to redemption set out below.

The B Shares do not entitle any holder to any surplus assets of the Company remaining after payment of all creditors of the Company apart from a distribution in respect of any capital paid up on the B Shares which shall rank behind any amounts due in respect of other classes of shares and such distribution shall be distributed pro rata.

Attendance and voting at general meetings

The B Shares carry no right to receive notice of, or attend or vote at, any general meeting of the Company or any right to vote on a written resolution of the Company.

Redemption of B Shares

The B Shares will be issued on terms that each B share shall be redeemable at the option of the Board and on such terms as the Board shall determine. The redemption monies payable in respect of the redemption of any B Share will be paid to the holder by such method of payment as the Board shall determine at such time as the Board, in its discretion, determines is appropriate. Where the B Shares are held by joint holders, the monies payable in respect of the redemption of any B Share will be paid to the holder whose name stands first in the register in respect of the B Shares.

On a redemption of the B Shares the Board shall have the power to divide in specie the whole or any part of the assets of the relevant value (which shall be conclusively determined by the Board in good faith) of the Company and appropriate such assets in satisfaction of the redemption price and any other sums payable on redemption as provided in the Articles and provided any such appropriation does not materially prejudice the interest of the remaining members.

Transfer

The B Shares will not be transferable.

Share Certificates

The B Shares will not be listed or traded on any stock exchange, nor shall any share certificates be issued in respect of the B Shares.

PART 4

TAXATION

This Part 4 is a summary guide of information received by the Company in relation to taxation laws in the UK and Guernsey and does not constitute tax or financial advice. The Company cannot itself advise Shareholders to take a particular course of action. If you are subject to taxation in a jurisdiction other than the UK or Guernsey, are non-UK domiciled or are in any doubt as to your tax position, you should consult an appropriate independent professional adviser.

These statements are based on current UK/Guernsey legislation and what is understood to be the current practice of HMRC and the Guernsey Income Tax Office as at the date of this document, both of which may change, possibly with retroactive effect.

UK taxation

Issuance of B Shares

For the purposes of United Kingdom taxation of capital gains and corporation tax on chargeable gains (collectively "UK CGT"), the issue of the B Shares should constitute a reorganisation of the share capital of the Company. Accordingly, the B Shares should be treated as the same asset as the Shareholder's holding of existing Ordinary Shares, and as having been acquired at the same time as the Shareholder's holding of existing Ordinary Shares was acquired. A Shareholder's combined holding of Ordinary Shares and B Shares should have the same aggregate base cost as the Shareholder's holding of Ordinary Shares immediately before the issue of B Shares. The aggregate base cost should be apportioned between the B Shares and the Ordinary Shares held by the Shareholder by reference to their respective market values on the first day of trading after the issue of B  Shares.

On the basis that the B Shares should be treated, for United Kingdom tax purposes, as being paid up for "new consideration" received by the Company, the issue of the B Shares should not give rise to any liability to United Kingdom income tax or corporation tax in a Shareholder's  hands.

The proposed allotment and issue of the B Shares by the Company should not give rise to a charge to UK stamp duty or SDRT.

Redemption of the B Shares

On redemption of all or any of the B Shares, an individual Shareholder may, depending on his or her individual circumstances, be subject to UK CGT on the amount of any chargeable gain realised. Any gain will be measured by reference to the excess of the redemption price above the Shareholder's tax base cost for the B Shares redeemed. The Shareholder's allowable expenditure in relation to his or her existing Ordinary Shares should be apportioned between the Ordinary Shares and the B Shares in the manner described above.

The amount of UK CGT, if any, payable by an individual Shareholder in relation to the chargeable gain will depend on their personal tax position. No tax should be payable on any gain realised on the redemption if the amount of the net chargeable gain, when aggregated with other net chargeable gains realised by the Shareholder in the year of assessment in question and allowable losses, does not exceed the annual exemption for UK CGT purposes (£11,100 for the tax year ending 5 April 2017). Broadly, any gains in excess of this amount should be taxed at the individual's relevant UK CGT rate (10 or 20 per cent). A UK resident individual is subject to UK CGT at a rate of 10 per cent. to the extent that he/she is a basic rate taxpayer (and the gain does not arise on the disposal of either residential property or carried interest). If the gain exceeds the unused part of an individual's basic rate band for income tax the excess should be taxed at 20 per cent for the excess. If an individual is subject to income tax at a rate in excess of the basic rate then the net gain should be taxable at 20 per   cent.

The proceeds received by a Shareholder on redemption of the B Shares for an amount equal to their nominal value should not be treated as an income distribution in the Shareholder's hands. Finance Act 2015 enacted legislation which, broadly, treats amounts paid on the redemption of shares as income in the hands of an individual shareholder, rather than a capital gain, where a company gives the shareholder a choice of whether to receive either a distribution or an "alternative receipt" of broadly the same value but which is not charged to income tax. The Company is of the view that this legislation does not apply to the Return of Capital on the basis that it does not provide Shareholders with a choice as to the form of any amounts they are entitled to receive.

As the subsequent redemption of the B Shares will take place under the Company's Articles of Association (and not under s.690 Companies Act 2006) the redemption of the B Share should not give rise to stamp duty or SDRT.

UK offshore fund rules

The Directors have been advised that, under current law, the Company should not be an "offshore fund" for the purposes of UK taxation and that the legislation, contained in Part 8 of the Taxation (International and Other Provisions) Act 2010, should not apply.

Accordingly, Shareholders (other than those holding Shares are dealing stock, who are subject to separate rules) who are resident in the UK, or who carry on business in the UK through a branch, agency or permanent establishment with which their investment in the Company is connected, may, depending on their circumstances, be liable to UK tax on chargeable gains realised on the disposal of their Shares or the redemption of the B Shares.

Guernsey taxation

Guernsey currently does not levy taxes upon capital inheritances, capital gains, gifts, sales or turnover (unless the varying of investments and the turning of such investments to account is a business or part of a business), nor are there any estate duties (save for registration fees and ad valorem duty for Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a grant).

No stamp duty is chargeable in Guernsey on the issue, transfer, disposal or redemption of shares.