NORTHAMBER PLC

Delisting Announcement • Jul 4, 2013

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE 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 independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please forward this Document, with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the purchaser or transferee for delivery to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

This Document is a circular relating to the cancellation of admission of the Ordinary Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities which has been prepared in accordance with the Listing Rules of the Financial Conduct Authority under section 73A of the Financial Services and Markets Act 2000.

NORTHAMBER PLC

__________________________________________________________________________________________

(Incorporated and registered in England & Wales with registered number 1499584)

Proposed delisting from the Official List and Admission to AIM

and

Notice of General Meeting

This Document should be read in its entirety. Your attention is drawn to the letter from your Chairman, which is set out on pages 5 to 9 of this Document. The letter contains a recommendation to vote in favour of the Resolution to be proposed at the General Meeting referred to below.

Notice of General Meeting of the Company to be held at Namber House, 23 Davis Road, Chessington, Surrey, KT9 1HS at 10 a.m. on Wednesday 31 July 2013 is set out at the end of this Document. A Form of Proxy for use in connection with the General Meeting is enclosed and, to be valid, should be completed and returned as soon as possible, but in any event, so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by not later than 10 a.m. on Monday 29 July 2013. Return of a Form of Proxy will not prevent Shareholders from attending the General Meeting.

No person has been authorised to give any information or make any representations other than those contained in this Document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this Document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Document or that the information in it is correct as of any subsequent time.

	Page
EXPECTED TIMETABLE OF KEY EVENTS	2
DEFINITIONS	3
LETTER FROM THE CHAIRMAN	5
1. Introduction
2. Background to and reasons for Cancellation and Admission
3. Implications of the move to AIM
4. Cancellation of Listing and Admission to AIM
5. Taxation
6. Proposals to be voted on at the General Meeting
7. Action to be taken by Shareholders
8. Recommendation
NOTICE OF GENERAL MEETING	10

TABLE OF CONTENTS

EXPECTED TIMETABLE OF KEY EVENTS

Event	Date
Publication of this Document	4 July 2013
Latest time and date for receipt of completed Forms of Proxy	10 a.m. on 29 July 2013
General Meeting	10 a.m. on 31 July 2013
Last day of dealings on the Official List	30 August 2013
Cancellation effective	8:00 a.m. on 2 September 2013
Admission and commencement of dealings on AIM	8:00 a.m. on 2 September 2013

Notes:

(1) References to times in this Document are to London time unless otherwise stated.

(2) The times and dates set out in the expected timetable of principal events above and mentioned throughout this Document may be adjusted by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Shareholders.

DEFINITIONS

The following definitions apply throughout this Document unless the context requires otherwise:

"Admission"	the admission of the entire issued ordinary share capital of the Company to trading on AIM becoming effective in accordance with the AIM Rules for Companies
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies and the AIM Rules for Nominated Advisers
"AIM Rules for Companies"	the rules which set out the obligations and responsibilities in relation to companies whose shares are admitted to AIM as published by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers"	the rules which set out the eligibility, obligations and certain disciplinary matters in relation to nominated advisers as published by the London Stock Exchange from time to time
"Business Day"	any day on which the London Stock Exchange is open for the transaction of business
"Cancellation"	the cancellation of admission to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities
"Charles Stanley"	Charles Stanley Securities, a division of Charles Stanley & Co. Ltd
"Company"	Northamber PLC, a company registered in England and Wales under the Companies Act with registered number 1499584
"Companies Act 2006"	the Companies Act 2006 to the extent in force from time to time
"CREST"	the relevant system, as defined in the CREST Regulations, and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"CREST Manual"	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
"Directors" or "Board"	the board of directors of the Company, as set out on page 5 of this Document

"Document"	this document
"FCA"	the United Kingdom Financial Conduct Authority
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 of the United Kingdom, as amended
"General Meeting"	the general meeting of the Company convened by the Notice of General Meeting to be held at Namber House, 23 Davis Road, Chessington, Surrey, KT9 1HS at 10 a.m. on 31 July 2013
"Listing Rules"	the listing rules and regulations published by the UKLA acting under Part VI of FSMA as amended from time to time
"London Stock Exchange"	London Stock Exchange PLC
"Notice of General Meeting"	the notice of General Meeting set out at the back of this document
"Official List"	the list maintained by the United Kingdom Listing Authority in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA
"Ordinary Shares" or "Shares"	ordinary shares of 1 pence each in the capital of the Company
"Prospectus Rules"	the rules made for the purposes of Part VI of FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market
"QCA"	the Quoted Companies Alliance
"Registrar"	Computershare Investor Services PLC
"Resolution"	the resolution set out in the Notice of General Meeting
"Shareholders"	holders of the Ordinary Shares from time to time
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Corporate Governance Code"	the UK Corporate Governance Code, published by the Financial Reporting Council, as amended from time to time
"UK Listing Authority" or "UKLA"	the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act

LETTER FROM THE CHAIRMAN

NORTHAMBER PLC

(Incorporated and registered in England & Wales with registered number 1499584)

David Phillips, Executive Chairman Namber House Gordon Hamilton, Non-executive Director 23 Davis Road Reg Heath, Non-executive Director Chessington John Henry, Operations Director Surrey, KT9 1HS

Directors Registered Office

4 July 2013

To Shareholders

Dear Shareholder

PROPOSED DELISTING FROM THE OFFICIAL LIST AND ADMISSION TO TRADING ON AIM

1. Introduction

The Board announced earlier today proposals to cancel the admission of the Company's Ordinary Shares on the Official List and their trading on the London Stock Exchange's Main Market for listed securities and its intention to apply for admission of the entire issued share capital of the Company to trading on AIM. The Listing Rules require that if a company wishes to cancel its listing on the Official List then it must seek the approval of not less than 75 per cent. of its Shareholders in general meeting voting in person or by proxy. Shareholder approval of the Cancellation is therefore being sought at a General Meeting of the Company to be held at Namber House, 23 Davis Road, Chessington, Surrey, KT9 1HS at 10 a.m. on 31 July 2013. A Notice of General Meeting is set out at the end of this Document.

The purpose of this Document is:

• a) to provide you with notice of the General Meeting and details of the proposed Cancellation and Admission;
• b) to explain the background to and reasons for Cancellation and Admission and why the Board considers that they are in the best interests of the Company and Shareholders as a whole; and
• c) to explain why the Board recommends that Shareholders vote in favour of the Resolution.

You will find definitions for capitalised terms used in this letter and the rest of this Document on pages 3 and 4 of this Document.

2. Background to and reasons for Cancellation and Admission

The Board has been reviewing its strategy in recent months and the decision to move from the Official List to AIM is the next step in its broader plan to enhance returns to Shareholders.

The Board believes that a move to AIM will provide a market and environment more suited to the Company's size and will simplify the ongoing administrative and regulatory requirements of the Company.

The Board also believes that AIM will offer greater flexibility, particularly with regard to corporate transactions, and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively compared to the Official List. The Board believes this is likely to be a significant benefit to the Company going forward.

Once admitted to AIM, Shareholders should continue to be able to trade the Ordinary Shares in the usual manner through their stockbroker or other suitable intermediary, subject to liquidity. For the avoidance of doubt, existing share certificates in issue in respect of Ordinary Shares will remain valid.

Details of the main obligations of a company whose shares are traded on AIM are set out at paragraph 3 below.

3. Implications of the move to AIM

Although the Company intends to apply for all of the Ordinary Shares to be admitted to trading on AIM following Cancellation, there can be no assurance that an active or liquid trading market for the Ordinary Shares will develop or, if developed, that it will be maintained following Admission. AIM is a market designed primarily for emerging or smaller companies, to which a higher investment risk tends to be attached than for larger or more established companies, and may not provide the liquidity normally associated with the Official List or some other stock exchanges. AIM securities are not admitted to the Official List.

The Ordinary Shares may, therefore, be more difficult to sell compared to the shares of companies listed on the Official List and their market prices may be subject to greater fluctuations than might otherwise be the case. Liquidity on AIM is currently provided by market makers who are member firms of the London Stock Exchange and are obliged to quote a share price for each company for which they make a market between 8:00 a.m. and 4:30 p.m. on Business Days. The Directors believe that AIM has demonstrated that it can provide a liquid trading platform for shares.

Following Admission, the Company will be subject to the regulatory and disciplinary controls of the AIM Rules. AIM has less stringent rules than the Official List and is self-regulated. While for the most part the obligations of a company whose shares are traded on AIM are similar to those of companies whose shares are listed on the Official List, Shareholders should note that the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies listed on the Official List, including in the following respects:

(a) Under the Listing Rules, a company is required to appoint a 'sponsor' for the purposes of certain corporate transactions, such as when undertaking a large transaction or capital raising. The responsibilities of the sponsor include providing assurance to the FCA when required that the responsibilities of the listed company have been met. Corporate transactions on the Official List often require approval of shareholders and the engagement of a sponsor to oversee the process and liaise with the UK Listing Authority. In particular, on a proposed acquisition, where the size of the target represents 25 per cent. or more of the listed company on the basis of certain comparative tests (for example, consideration for the acquisition as a percentage of market capitalisation of the listed company) a circular to shareholders is required explaining the transaction and seeking the consent of shareholders. For the Company, such transactions may result in significant additional complexity and large transaction costs to meet the requirements of the Listing Rules and, therefore, prove prohibitive.

• (b) Under the AIM Rules, prior shareholder approval is required only for transactions with a much larger size threshold, being (1) reverse takeovers (being an acquisition or acquisitions in a twelve month period which either (i) exceed 100 per cent. on various size tests, such as the ratio of the transaction consideration as a percentage of the market capitalisation of the AIM company; or (ii) result in a fundamental change in the Company's business, board or voting control) and (2) disposals that result in a fundamental change of business (being disposals that exceed 75 per cent. of various size tests, such as the ratio of the transaction consideration as a percentage of the market capitalisation of the AIM company). Under the Listing Rules, a broader range of transactions require prior shareholder approval, including related party transactions. Furthermore, the AIM Rules contain less stringent obligations with regard to a company's purchase of its own securities compared with the Listing Rules.
• (c) Under the AIM Rules, a 'nominated adviser' is required to be engaged by the Company at all times and has ongoing responsibilities to both the Company and the London Stock Exchange. On Admission, the Company has agreed to appoint Charles Stanley as its nominated adviser.
• (d) There is no requirement under the AIM Rules for a prospectus or an admission document to be published for further issues of securities to investors, except when seeking admission for a new class of securities or as otherwise required by law.
• (e) Unlike the Listing Rules, the AIM Rules do not specify any required structures or discount limits in relation to further issues of securities.
• (f) Certain securities laws will no longer apply to the Company if Admission occurs. This is because AIM is not a regulated market for the purposes of the European Union's directives relating to its securities.
• (g) As a public limited company incorporated and registered in England, after Admission the Company will remain subject to the applicable provisions of the Companies Act 2006, the Financial Services and Markets Act 2000, the Prospectus Rules and the City Code on Takeovers and Mergers.
• (h) The Company is currently required to comply with the UK Corporate Governance Code. AIM companies are not required to comply with this code. If Admission occurs, the Company will have regard to the QCA guidelines on corporate governance and review its corporate governance procedures from time to time having regard to the size, nature and resources of the Company and ensure such procedures are appropriate.

The Board does not envisage that there will be any significant alteration to the standards of reporting and governance which the Company currently maintains. The Company will maintain its Audit, Operations and Remuneration Committees which will be subject to the same terms and conditions.

It is emphasised that Cancellation and Admission will have no impact on the existing assets and liabilities of the Company and it will continue to have the same business and operations following Admission. Furthermore, there will be no changes to the Board of the Company following Admission.

4. Cancellation of Listing and Admission to AIM

Conditional on the Resolution being approved at the General Meeting, the Company will apply to cancel the listing of the Ordinary Shares on the Official List and their admission to trading on the London Stock Exchange's main market for listed securities. It is anticipated that the last day of dealings of the Ordinary Shares on the Official List will be Friday 30 August 2013. Cancellation of the listing of the Ordinary Shares on the Official List will take effect at 8:00 a.m. on Monday 2 September 2013, being not less than 20 Business Days from the passing of the Resolution.

Admission is expected to take place, and dealings in Ordinary Shares are expected to commence on AIM, at 8.00 a.m. on Monday 2 September 2013.

As the Company's Ordinary Shares are currently listed on the Official List, the AIM Rules do not require an admission document to be published by the Company in connection with the Company's admission to trading on AIM. However, subject to the passing of the Resolution at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules comprising information required to be disclosed by companies transferring their securities from the Official List to AIM.

There is no guarantee that the Directors will be successful in achieving Admission to AIM or that there will not be a period during which the Company's Ordinary Shares will not be admitted to trading on an exchange. If the Company's Ordinary Shares are not admitted to trading on an exchange, the ability to buy and sell shares in the Company could be materially restricted.

Following Cancellation and Admission, Ordinary Shares that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Ordinary Shares held in certificated form will continue to be valid and no new share certificates will be issued.

5. Taxation

Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them. In particular, they should note that it is not possible to hold shares traded on AIM in ISAs. The Directors understand that, following Admission, Shareholders will, under current HM Revenue & Customs guidance, have 30 days to decide whether to transfer their shareholding in the Company into their own name or to sell the holding and retain the proceeds within the relevant ISA. Shareholders and prospective investors should note that, following Admission, the Company's shares will be treated as unquoted shares for the purposes of certain areas of UK taxation. This will mean that the Company's shares should qualify as 'relevant business property' for inheritance tax business property relief.

The comments on the tax implications described in this Document are based on the Directors' current understanding of tax law and practice, are not tailored to any individual circumstances and are primarily directed at individuals who are UK resident and domiciled. Tax rules can change and the precise tax implications for you will depend on your particular circumstances. If you are in any doubt as to your tax position, you should consult your own independent professional adviser.

6. Proposals to be voted on at the General Meeting

The Resolution will be proposed at a General Meeting to be held at 10 a.m. on 31 July 2013. You will find set out at the back of this Document a Notice of General Meeting. The full text of the Resolution is set out in that notice.

Resolution – Cancellation of listing on the Official List

The Resolution, which is proposed as a special resolution and as such requires a vote in favour by a majority of not less than 75 per cent. of the votes cast at the General Meeting, seeks Shareholder approval for (i) the cancellation of the listing of the Ordinary Shares on the Official List and from trading on the London Stock Exchange's main market; (ii) the Directors to be authorised to take all such steps which are necessary or desirable in order to effect such cancellation; and (iii) the Directors to apply for the admission of the Ordinary Shares to trading on AIM.

7. Action to be taken by Shareholders

If you would like to vote on the resolutions set out in the Notice of General Meeting please appoint a proxy or proxies, whether or not you plan to attend the General Meeting by completing the Form of Proxy sent to you with this document, and returning it to the Registrar.

Your proxy appointment must be received by 10 a.m. on 29 July 2013.

Further details relating to voting by proxy are set out in the notes to the Notice of General Meeting on pages 10 to 12 of this document and in the Form of Proxy.

If you are in any doubt about the action to be taken, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor authorised under FSMA.

8. Recommendation

The Board is of the opinion that Cancellation is in the best interests of the Company and Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution being proposed at the General Meeting as the Directors intend to do in respect of their own beneficial holdings, which amount in aggregate to 17,313,295 Ordinary Shares, representing approximately 61.48 per cent. of the existing issued share capital of the Company.

Yours sincerely

David Phillips Chairman

NOTICE OF GENERAL MEETING

of

NORTHAMBER PLC

(Incorporated and registered in England and Wales with registered number 1499584)

NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at Namber House, 23 Davis Road, Chessington, Surrey, KT9 1HS at 10 a.m. on 31 July 2013 to consider and, if thought fit, to pass the Resolution as a special resolution:

Resolution – Cancellation of listing on the Official List

THAT, the listing of the Ordinary Shares of the Company on the Official List and admission to trading on the London Stock Exchange's main market for listed securities be cancelled and that the Directors be and hereby are authorised to take all such steps which are necessary or desirable in order to effect such cancellation and to apply for admission of the said Ordinary Shares to trading on AIM, a market operated by the London Stock Exchange PLC.

BY ORDER OF THE BOARD

Registered Office Siva Yoganathan, ACMA 23 Davis Road Company Secretary Chessington Surrey 4 July 2013 KT9 1HS

Notes

Appointment of proxies

• 1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting and you should have received a proxy form with this notice of General Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
• 1. A proxy does not need to be a member of the Company but must attend the General Meeting to represent you. Details of how to appoint the chairman of the General Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the General Meeting you must appoint your own choice of proxy (not the chairman) and give your instructions directly to the relevant person.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you must complete a separate proxy form for each proxy and specify against the proxy's name the number of shares over which the proxy has rights. If you are in any doubt as to the procedure to be followed for the purpose of appointing more than one proxy you must contact the Company's registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you do not indicate to your proxy how to vote on any resolution, your proxy will vote or abstain from voting at his discretion. Your proxy will vote (or abstain from voting) as he thinks fit in relation to any other matter which is put before the General Meeting.

Appointment of proxy using the hard copy proxy form

• 1. The notes to the proxy form explain how to direct your proxy how to vote on the Resolution or withhold his vote.
• 1. To appoint a proxy using the proxy form, it must be:

6.1. completed and signed;

6.2. sent or delivered to the Company's registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and

6.3. received by the Company's registrars no later than 10 a.m. on 29 July 2013.

• 1. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
• 1. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
• 1. The Company, pursuant to regulation 41 of The Uncertificated Securities Regulations 2001, specifies that only those ordinary shareholders registered in the register of members of the Company 48 hours before the General Meeting shall be entitled to attend or vote at the General Meeting in respect of the number of Ordinary shares registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the General Meeting.

Appointment of proxy by joint members

1. In the case of joint holders of Ordinary Shares, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in the Company's register of members) will be accepted.

Changing proxy instructions

• 1. To change your proxy instructions simply submit a new proxy appointment using the method set out in paragraph 6 above. Note that the cut off time for receipt of proxy appointments specified in that paragraph also applies in relation to amended instructions. Any amended proxy appointment received after the specified cut off time will be disregarded.
• 1. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact the Company's registrar as indicated in paragraph 3 above.
• 1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

• 1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company's registrar as indicated in paragraph 3 above. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
• 1. The revocation notice must be received by the Company no later than 10 a.m. on 29 July 2013.
• 1. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to paragraph 17 below, your proxy appointment will remain valid.

• Appointment of a proxy does not preclude you from attending the General Meeting and voting in person. If you have appointed a proxy and attend the General Meeting in person, your proxy appointment will automatically be terminated.

Nominated persons

• 1. Any person to whom this notice is sent who is a person nominated under section 146 Companies Act 2006 to enjoy information rights ("Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Total voting rights

1. As at 4.30pm on the date of this document, the Company's issued share capital comprised 28,158,735 ordinary shares of 1 penny each. Each ordinary share of 1 penny carries the right to one vote at a general meeting of the Company. Therefore, the total number of voting rights in the Company as at 4.30pm on the date of this document is 28,158,735. As at 4.30pm on the date of this document, 664,365 ordinary shares of 1 penny each were held in treasury by the Company ("Treasury Shares"). In accordance with section 726(2) of the Companies Act 2006, the Company will not exercise any voting rights attached to the Treasury Shares in respect of the General Meeting.

Questions at the General Meeting

1. In accordance with section 319A Companies Act 2006, the Company must cause to be answered at any general meeting any question relating to the business being dealt with at the meeting which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.

Website statements

1. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 Companies Act 2006. Where the Company is required to place a statement on a website under section 527 Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the General Meeting includes any statement that the Company has been required under section 527 Companies Act 2006 to publish on a website.

Communication

• 1. Except as provided above, members who have general queries about voting by proxy should contact the Company's registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
• 1. Shareholders may not use any electronic address provided in either this notice or any related documents, including the form of proxy, to communicate with the Company for any purposes other than those expressly stated.