The Group

3.1 The Company has 10 subsidiaries the details of which are as follows:

Proportion Proportion Country of of ownership of voting

Company Activity Incorporation interest power

* Shareholding held indirectly.

3.2 The Company is the holding company of the Group. 4. Share Capital

4.1 At the date of incorporation, the authorised share capital of the Company was £100 divided into 100 ordinary shares of £1 each.

4.2 Changes in the amount of the Company’s authorised and issued share capital during the period covered by the financial information set out in Part VI of this document is as follows:

(a) on 12 July 2004, 36,946 ordinary shares of 10 pence each were issued;

(b) in connection with the admission of the Company to trading on AIM on 3 December 2004, on 15 November 2004 the 2 issued special shares of £1 each in the capital of the Company were converted and redesignated as 20 ordinary shares of 10 pence and each of the then existing issued and unissued ordinary shares of 10 pence each in the capital of the Company were subdivided into 5 ordinary shares of 2 pence each;

(c) on 30 November 2004, 222,500 Ordinary Shares were issued;

(d) on 6 December 2004, 4,263,380 Ordinary Shares were issued to a group of investors upon admission of the Company to trading on AIM on 3 December 2004; and

Annex 1 para 21.1.7 Annex III para 4.4 Annex I para 7.1 100% 100% England and Wales Dormant

Roche Personnel (UK) Limited* 100% 100% England and Wales Dormant

Roche Personnel (London) Limited* 100% 100% England and Wales Dormant

Roche Personnel Limited*

100% 100% England and Wales Dormant Roche Recruitment Limited* 100% 100% England and Wales Dormant

Gold Helm Roche Limited* 100% 100% England and Wales Dormant International Service Industry Search Limited

100% 100%

England and Wales Dormant

Berkeley Scott (Chefs) Limited 100% 100% England and Wales Dormant

Berkeley Scott Sherwoods Limited 100% 100% England and Wales Dormant

Number One Bureau Limited 100% 100% England and Wales Provision of recruitment and advertising services Berkeley Scott Limited

Annex I para 7.2 & 25.1

(e) on 30 January 2007, 7,142,857 Ordinary Shares were issued to each of John Bowmer and Anthony Henry Reeves.

4.3 The Company’s authorised and issued fully paid share capital, at the date of this document is, and immediately following the Offer (assuming full acceptance of the Equity Alternative) and the Placing (assuming subscription in full) will be as follows:

At the date of this document Following the Offer and Placing Number of

Number of Ordinary

Ordinary Shares of

Amount Shares Amount £0.02 each

Authorised £1,000,000 50,000,000 £2,895,388.26 144,769,413

Issued and fully paid £456,086.58 22,804,329 £2,351,474.84 117,572,742 4.4 At the EGM, the Resolutions will be proposed:

(a) to increase the authorised share capital of the Company by £1,895,388.26 to £2,351,474.84 by the creation of 94,769,413 new Ordinary Shares.

(b) in addition to any and all existing such authorities to the extent unused, to generally and unconditionally authorise the Berkeley Scott Directors pursuant to section 80 of the Act to exercise all powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount of £1,895,388.26, such authority:

(i) to be applied to allot the Placing Shares in connection with the Placing and the New Offer Berkeley Scott Shares in connection with the Offer; and

(ii) unless previously revoked or varied by the Company in general meeting, to expire at the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Berkeley Scott Directors may allot relevant securities in pursuance of that offer or agreement as if such authority had not expired.

(c) in addition to any and all such existing powers and authorities to the extent unused, to empower the Berkeley Scott Directors pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94(2) of the Act) for cash pursuant to the authority referred to in resolution (b) above as if section 89(1) of the Act did not apply to such allotment, provided that this power shall:

(i) expire at the conclusion of the next annual general meeting of the Company, but the Company may make an offer or agreement, which would or may require equity securities to be allotted after expiry of such authority and the Berkeley Scott Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by such authority had not expired; and

(ii) be limited to the allotment of equity securities in connection with the Placing.

4.5 The provisions of section 89(1) of the Act (which, to the extent not disapplied pursuant to section 95 of the Act (as referred to in paragraph 4.4(c) above) confer on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to the authorised but unissued share capital of the Company.

4.6 The Company had 8,518,615 Ordinary Shares in issue on 1 October 2005 and 8,518,615 Ordinary Shares in issue on 30 September 2006. Not more than 10 per cent. of the issued share capital has been paid for with assets other than cash during the period covered by the financial information contained in Part VI of this document.

Annex I para 21.1.1 (d)

Annex III para 4.5 Annex III para 4.6 Annex I para 21.1.1 (a), (b) & (c)

4.7 The Company does not have in issue any securities not representing share capital.

4.8 There are no shares in the Company which are held by, or on behalf of, the Company and none of the Company’s subsidiaries holds any shares in the Company.

4.9 Other than set out in paragraphs 8, 12, 13.5 and 13.6 of this Part IX, no person has any rights to purchase the authorised but unissued capital of the Company and no person has been given an undertaking by the Company to increase its authorised capital.

4.10 The International Security Identification Number for the Ordinary Shares is GB00B03W5P29. 4.11 No person has any rights over the capital of any of the subsidiaries of the Company and the Company

has not agreed conditionally or unconditionally to grant any option over the capital of any of the subsidiaries.

4.12 The New Berkeley Scott Shares will be issued free from all liens, charges, encumbrances and other third party rights and will rank pari passu in all respects, including the right to receive all dividends and other distributions declared, made or paid on the New Berkeley Scott Shares from the date of issue of the New Berkeley Scott Shares.

4.13 On completion of the Offer (assuming full acceptance of the Equity Alternative) and the Placing (assuming subscription in full), the issued share capital of the Company shall be increased by 415.6 per cent. resulting in an immediate dilution of the Existing Berkeley Scott Shares to 19.4 per cent. of the Enlarged Issued Share Capital.

4.14 The Ordinary Shares will be in registered from and may be held either in certificated form or in uncertificated form through CREST.