Share capital

3.1 The authorised share capital of the Company as at 20 February 2007 (the date of its incorporation)

and 30 April 2007 (the most recent practicable date before publication of this document) was represented by an unlimited number of Ordinary Shares of no par value.

3.2 As at 20 February 2007 (the date of the Company’s incorporation) and 30 April 2007 (the most recent practicable date before publication of this document), one Ordinary Share has been allotted to each of Cosign Nominees Limited and Spread Nominees Limited Limited (each, an initial subscriber for shares in the Company).

3.3 Following Admission (assuming no exercise of the Over-allotment Option), the authorised share

capital of the Company will consist of an unlimited number of Ordinary Shares of no par value and the issued share capital of the Company will consist of 300 million Ordinary Shares of no par value. 3.4 None of the issued capital of the Company has been paid for with assets other than cash within the period beginning on 20 February 2007 (the date of incorporation) and ending on 30 April 2007 (the most recent practicable date before publication of this document).

Annex I 21.1.1(d) Annex I 21.1.1(d) (held by Dawnay, Day Sirius Coöperatief U.A.) (held by Dawnay, Day Sirius Coöperatief U.A.) Intermediate holding cooperative Annex I 7.2 Annex I 6.1.1 and 7.1

3.5 The Offer Shares will be in registered form and uncertificated, and will be admitted to CREST with effect from Admission. The records in respect of Ordinary Shares held in uncertificated form will be maintained by CRESTCo and the Registrar whose registered office is 2nd Floor, No. 1 Le Truchot, St. Peter Port, Guernsey GY1 4AE, Channel Islands. In connection with the Offer, temporary documents of title will not be issued. However, it is expected that share certificates, for those who wish to hold Ordinary Shares in certificated form, will be posted by 11 May 2007 or as soon as practical thereafter. None of the Company’s share capital is in bearer form.

3.6 The Directors are currently authorised to exercise all powers of the Company to allot Ordinary Shares. Immediately following Admission, the Directors will be authorised to exercise all powers of the Company to allot an unlimited number of Ordinary Shares. The Directors do not currently intend to allot further Ordinary Shares pursuant to such authority save in connection with the Offer.

3.7 A written resolution of the Shareholders was duly passed on 20 April 2007 resolving that the new

Articles be adopted.

3.8 A written resolution of the Shareholders was duly passed on 24 April 2007 resolving that the

Company be generally and unconditionally authorised to make market purchases (within the meaning of section 5 of the Companies (Purchase of Own Shares) Ordinance 1998 (the “Ordinance”)), of Ordinary Shares provided that:

3.8.1 the maximum number of Ordinary Shares authorised to be acquired is up to 14.99 per cent. of the issued share capital of the Company immediately following Admission;

3.8.2 the minimum price that may be paid for each Ordinary Share is A0.01;

3.8.3 the maximum price that may be paid for each Ordinary Share is an amount equal to 105 per cent. of the average of the mid-market quotation for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the Ordinary Shares are contracted to be purchased;

3.8.4 the authority conferred shall expire at the conclusion of the next annual general meeting of the Company, unless such authority is renewed prior to such time; and

3.8.5 the Company may make a contract to acquire its Ordinary Shares under the authority conferred prior to the expiry of such authority, which will or may be executed wholly or partly after such authority, and may purchase its Ordinary Shares in pursuance of any such contract.

3.9 The legislation under which the Offer Shares and the Ordinary Shares to be allotted to Staracre

Limited have been created is the Guernsey Companies Law and regulations made thereunder. They were allotted on 30 April 2007, conditional only on Admission taking place, and will be issued on Admission, which is expected to be on 4 May 2007.

3.10 By way of a written shareholder resolution dated 24 April 2007, it was resolved that, conditional on the Offer becoming unconditional and the approval of the Royal Court of Guernsey, the amount standing to the credit of the share premium account of the Company following completion of the Offer (less any issue expenses set off against the share premium account) be cancelled and the amount of the share premium account so cancelled be credited as a distributable reserve in the Company’s books of account capable of being applied in any manner in which the Company’s profits available for distribution (as determined in accordance with the Guernsey Companies Law) may be applied, including the purchase of the Company’s own shares and the payment of dividends. In deciding whether to give its confirmation, the Royal Court will be concerned to protect the interests of any actual and contingent creditors of the Company at the date the reduction takes effect. The Royal Court will require all such creditors to have been paid or to have consented to the reduction. The Company is recently incorporated and its actual and contingent creditors will principally consist of its advisers. Until the Royal Court has confirmed the reduction of the share premium account (and the terms of any undertaking regarding creditors required by the Royal Court have been complied with), the Company will only be able to distribute dividends out of existing distributable profits and, to the

Annex III 4.2 Annex I 21.1.7, Annex III 4.6 Annex III 4.3

extent permitted by the Ordinance, to repurchase Ordinary Shares out of existing distributable profits or the proceeds of a fresh issue of shares made for the purpose of the purchase.

3.11 Each of the Offer Shares will rank pari passu in all respects with each other Ordinary Share including (without limitation to the generality of the foregoing) in relation to voting rights and the rights to receive all dividends or other distributions declared (if applicable), paid or made after Admission. 3.12 There have been no public takeover bids by third parties for all or any part of the Company’s equity

share capital since incorporation up to and including the date immediately prior to the date of this document.