Syncona Limited — Proxy Solicitation & Information Statement 2013

Sep 27, 2013

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant, or from another appropriately qualified and duly authorised independent adviser.

If you have sold or otherwise transferred all of your shares in BACIT Limited please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

BACIT LIMITED

(a registered closed-ended collective investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

Disapplication of pre-emption rights in connection with the proposed issue of C Shares by way of placing and offer for subscription

Amendments to articles of incorporation

Circular to Shareholders and Notice of Extraordinary General Meeting

Notice of an Extraordinary General Meeting to be held at 2.00 p.m. on 22 October 2013 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL is set out at the end of this document.

Shareholders are requested to return the Form(s) of Proxy accompanying this document for use at the Extraordinary General Meeting. To be valid, the Form(s) of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 2:00 p.m. on 18 October 2013. Alternatively, Shareholders may submit proxies electronically using the Capita Share Portal Service at www.capitashareportal.com.

Your attention is drawn to the letter from the Chairman of BACIT Limited which is set out in Part I of this document and which recommends that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Your attention is also drawn to the section entitled ''Action to be Taken'' on page 6 of this document.

EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy	2:00 p.m. on 18 October 2013
Extraordinary General Meeting	2:00 p.m. on 22 October 2013
Listing of the C Shares on the Official List and admission of the C Shares to trading on the Main Market of the London Stock Exchange	8.00 a.m. on 28 October 2013

All references to the time in this document are to the time in London, England, unless otherwise stated

PART I

Letter from the Chairman

BACIT LIMITED

(a registered closed-ended collective investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

Jeremy Tigue (Chairman) Tom Henderson Peter Hames Colin Maltby Nicholas Moss Jon Moulton Martin Thomas

Directors: Registered office:

PO Box 255 Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL Channel Islands

26 September 2013

EXTRAORDINARY GENERAL MEETING

Dear Shareholder,
Introduction	On 26 September 2013, the Company announced an issue of C Shares by way of placing and offer for subscription (the ''Issue''). This circular includes a notice of Extraordinary General Meeting to authorise the Directors to allot and issue the C Shares and to disapply shareholder pre-emption rights in connection with the Issue.
	This circular describes the reasons for the Issue and the business to be considered at the Extraordinary General Meeting, which also includes proposals to make changes to the Company's Articles, as described further below.
	This circular includes a recommendation that you vote in favour of the Resolutions set out in the notice of the Extraordinary General Meeting.
Description of the Issue	The Company has performed well since launch and there is a large universe of strong managers available for investment by the Group. The Company proposes to undertake the Issue to increase available capital, to introduce new managers to the portfolio, and to add to positions with existing managers, which should allow it to evolve the investment portfolio mix. Increasing the Company's size will have the effect of increasing the amount that the Group donates to charity every year. A larger Company should also mean that the Company's fixed running costs will be spread across a wider capital base and should enhance the secondary liquidity in the Company's Shares.
	The Issue will also allow the Company to take advantage of investment capacity currently available with existing managers before that capacity ceases to be available in December 2013.
	The Company is targeting raising £100 million, with a maximum of £200 million and a minimum of £50 million, of gross proceeds through the Issue. Assuming that £100 million is raised and the C Shares are converted, the Company anticipates that the net proceeds of the Issue should be substantially invested by 31 January 2014. Otherwise, the C shares will convert into ordinary shares at the point at which they are 70 per cent.

2014.

invested, subject to a long stop date for conversion of 31 March

If the Issue meets its target size of £100 million, the Company expects to receive net proceeds of approximately £98.6 million from the Issue, net of fees and expenses associated with the Issue, which are expected to amount to approximately £1.4 million. These fees and expenses will be allocated to the C Shares and therefore effectively borne by the C Shareholders

The Company will apply the net proceeds of the Issue to the acquisition of new investments and increasing the size of existing investments.

The Company has chosen to issue C Shares in order to ensure that the full costs of the Issue are paid by C Share subscribers (subject to the Issue raising at least £50 million), as well as ensuring that those new subscribers gain exposure to the Company's existing portfolio by reference to its Net Asset Value at a predetermined date. Under the terms of the Articles, the C Shares will convert into Ordinary Shares on a Net Asset Value for Net Asset Value basis at the time of conversion. In this way, existing Ordinary Shareholders will suffer no dilution in Net Asset Value terms as a result of the issue of C Shares or their conversion into Ordinary Shares.

The Company anticipates that the C Shares issued pursuant to the Issue will be listed on the Official List and will be admitted to trading on the Main Market of the London Stock Exchange on 28 October 2013.

In the event that the Offer is oversubscribed, the Global Coordinator intends to allocate C Shares so that applications from existing Shareholders are given priority over other applicants. Existing Shareholders will be allocated a percentage of C Shares which is as close as possible to their percentage holdings of Ordinary Shares. Existing Shareholders will not, however, be entitled to a minimum allocation of C Shares in the Placing.

Shareholders are being sent the prospectus regarding the C Shares which is dated the same date as this document. The Prospectus includes details of the Issue and a description of the terms of, and risk factors regarding an investment in, the C Shares.

Amendments to the Articles The Company paid a cash dividend to Shareholders on 16 August 2013 of 1 penny per Ordinary Share. A scrip dividend alternative was not offered to Shareholders.

The Directors see the merits of growing the Company through investment and reinvestment and believe that many Shareholders feel similarly. Accordingly, the Directors would like the ability to determine in respect of any future dividends that Shareholders will receive a scrip dividend as the default option, but with the ability to receive a cash dividend instead. In this way, Shareholders who are happy to have the Company grow its investments rather than receive a cash return need take no action, whereas those Shareholders who would prefer to receive a cash dividend can elect to do so instead. The Articles require amendment in order to provide the Directors with this ability to make this choice. The proposed amendments to the Articles are set out in Resolution 3. Whether the Directors chose to follow this approach in respect of any dividend would be decided by the Directors at the time of declaration of that dividend and Shareholders would be sent information at the time about the elections that they can make in relation to the dividend.

The application of the US Foreign Account Tax Compliance Act (''FATCA'') to the Company remains unclear and its impact may depend on whether Guernsey agrees an intergovernmental

agreement implementing FATCA (an ''IGA'') with the United States. In light of certain pronouncements made by the United States Internal Revenue Service regarding the application and implementation of FATCA since the Company's initial public offering (including the publication of final regulations governing the application of FATCA and model IGAs), the Company has been advised that it would be prudent to update the provisions of the Articles which provide the Company with the ability to mitigate the risk that certain Shareholders may prevent the Company from complying with its obligations under FATCA. If the Company were obliged to comply with FATCA or an applicable IGA, but were unable to do so, it is possible that payments it receives (particularly payments treated as being from sources in the United States for US tax purposes, and payments treated as attributable to such payments) could be subject to a 30 per cent. withholding tax. The imposition of such a withholding tax would be detrimental to the Company and its Shareholders as a whole. The proposed amendments, which are contained in Resolution 4, clarify the provisions in the Articles which allow the Company to require the transfer or force the sale of shares held by a Shareholder who prevents the Company from complying with any requirements under FATCA. Such holders would be considered ''non-qualified holders,'' and would be subject to the provisions of the Articles applicable to non-qualified holders. Generally, the collection of information regarding Shareholders and beneficial owners of shares who are US persons or non-US entities with substantial US owners will be required if the shares are considered ''accounts'' for purposes of FATCA or an applicable IGA. Under current law, a share would be treated as an account for purposes of FATCA if it is not regularly traded on an established securities market (as such term is defined for purposes of FATCA).

The Company's rights in respect of FATCA compliance would only be exercised by the Company in accordance with Listing Principle 5, which requires that the Company must ensure that it treats all holders of the same class of its listed equity shares that are in the same position equally in respect of the rights attaching to such listed equity securities.

Resolutions Under Resolution 1, Shareholders are being asked to approve the Issue of up to 200 million C Shares, which will be issued at a price of £1 per share.

Under Resolution 2, Shareholders are being asked to disapply preemption rights in connection with the Issue.

Resolution 2 is subject to the passing of Resolution 1. The approval given on the passing of Resolutions 1 and 2 will expire on 31 December 2013 regardless of whether any C Shares have been issued before that time (and any proposal for the Company to undertake an issue of C Shares after that date would only proceed with the further approval of Shareholders). The Issue will not proceed if Resolutions 1 and 2 are not passed.

Under Resolution 3, the Company is proposing to amend its Articles to allow the Directors to decide that, in relation to any dividend, receipt of a scrip dividend should be the default position for Shareholders, unless individual Shareholders elect instead to receive the cash dividend.

Under Resolution 4, the Company is proposing to amend its Articles to clarify the definition of ''non-qualified holder'' as it applies to compliance with FATCA and to specify the type of information that may be required for compliance with FATCA.

The Extraordinary General Meeting The Extraordinary General Meeting will be held at 2.00 p.m. on 22 October 2013 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.

The Resolutions being proposed at the Extraordinary General Meeting authorise the Board to allot and issue shares and disapply the pre-emption rights contained in the Articles so that the Board has authority to allot and issue shares for cash on a non-preemptive basis in respect of up to 200 million C Shares of the Company. This authorisation and disapplication, which is in addition to the authorisations and disapplications sought at the Company's annual general meeting held on 9 September 2013, expires on 31 December 2013, although it permits the Board to allot and issue shares after that date if it has agreed to do so beforehand. As at the date of this circular, the Company has 206,734,775 Ordinary Shares in issue and does not hold any Ordinary Shares in treasury.

Action to be taken Form of Proxy

You will find enclosed the Form of Proxy for use at the Extraordinary General Meeting. Whether or not you intend to attend the Extraordinary General Meeting, you are urged to complete and return the Form of Proxy as soon as possible. To be valid, the Form of Proxy must be completed in accordance with the instructions printed on it and lodged with Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 2:00 p.m. on 18 October 2013. Alternatively, Shareholders may submit proxies electronically using the Capita Share Portal Service at www.capitashareportal.com.

The lodging of the Form of Proxy will not prevent you from attending the Extraordinary General Meeting and voting in person if you so wish. If you have any queries relating to the completion of the Form of Proxy, please contact the Company's administrator, Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL at the following number + 44(0)1481 745 001. Northern Trust International Fund Administration Services (Guernsey) Limited can only provide information regarding the completion of the Form of Proxy and cannot provide you with investment or tax advice.

A quorum consisting of two Shareholders entitled to vote and attending in person, by attorney or, in the case of a corporation, by a duly authorised corporate representative is required for the Extraordinary General Meeting.

The first Resolution is proposed as an ordinary resolution, which requires a simple majority of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a simple majority of the total voting rights cast on the relevant Resolution (excluding any votes that are withheld) to be in favour.

The Second Resolution is proposed as an extraordinary resolution, which requires a majority of not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than 75 per cent. of the total voting rights cast on the Resolution (excluding any votes that are withheld) to be in favour.

The remaining Resolutions are proposed as special resolutions, which require a majority of not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than 75 per cent. of the total voting rights cast on such Resolutions (excluding any votes that are withheld) to be in favour.

Recommendations

The Board considers that the Issue and the Resolutions are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders, as those Directors who own shares in the Company intend to do so in respect of their own beneficial holdings, to vote in favour of the Resolutions.

You are requested to complete and return the enclosed Form of Proxy without delay, whether or not you intend to attend the Extraordinary General Meeting.

Yours faithfully

Jeremy Tigue Chairman

PART II

DEFINITIONS

''Articles'' means the articles of incorporation of the Company in force from time to time;

''Board'' or ''Directors'' (each a ''Director'') means the board of directors of the Company from time to time;

''Companies Law'' means the Companies (Guernsey) Law, 2008 (as amended);

''Company'' means BACIT Limited;

''C Shares'' means C shares of the Company of no par value;

''Extraordinary General Meeting'' means the extraordinary general meeting of the Company convened for 2.00 p.m. on 22 October 2013 (or any adjournment thereof), notice of which is set out at the end of this document;

''Form of Proxy'' means the form of proxy for use at the Extraordinary General Meeting which is set out in this document;

''Global Coordinator'' means J.P. Morgan Securities plc;

''Group'' means the Company, BACIT GP Limited and BACIT Investments LP Incorporated and their subsidiaries and subsidiary undertakings from time to time;

''ICR'' means the Institute of Cancer Research;

''Issue'' means the proposed offer of C Shares by way of the Placing and Offer for Subscription;

''Net Asset Value'' means the net asset value of the Company in total or (as the context requires) per C Share or Ordinary Share calculated in accordance with the Company's valuation policies;

''Offer'' means the Placing and the Offer for Subscription;

''Offer for Subscription'' means the proposed offer for subscription described in the Prospectus;

''Ordinary Shares'' means ordinary shares of the Company of no par value;

''Placing'' means the proposed placing of C Shares described in the Prospectus;

''Prospectus'' means the Company's prospectus for the C Shares dated the same date as this document;

''Resolutions'' means the resolutions to be proposed at the Extraordinary General Meeting and contained in the notice of the Extraordinary General Meeting;

''Share'' means the C Shares and/or the Ordinary Shares, as the case may be; and

''Shareholders'' (each a ''Shareholder'') means the shareholders of the Company from time to time.

BACIT LIMITED

(a registered closed-ended collective investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

(the ''Company'')

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands on 22 October 2013 at 2.00 p.m. to consider and if thought fit, to pass the following Resolutions which will be proposed as an ordinary resolution, and as an extraordinary resolution and special resolutions as set out below:

ORDINARY RESOLUTION

To be proposed as an ordinary resolution:

1. That the Directors be generally and unconditionally authorised to allot and issue 200 million C Shares for the period expiring on 31 December 2013, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.

EXTRAORDINARY RESOLUTION

To be proposed as an extraordinary resolution:

1. Subject to the passing of Resolution 1, that, in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue up to a maximum of 200 million C Shares for cash as if Article 6.2 of the Articles did not apply to the allotment and issue for the period expiring on 31 December 2013, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.

SPECIAL RESOLUTIONS

To be proposed as special resolutions:

• 1. That the Articles be altered by replacing Articles 35.16.1 to 35.17 (inclusive) with the new Articles 35.16.1 to 35.16.5 (inclusive) as set out below:
• ''35.16.1 Subject to the provisions of the Companies Law and these Articles, the Directors may, in their absolute discretion, provide that Members shall receive an issue of additional shares of the relevant class credited as fully paid instead of any cash dividend (a ''relevant dividend'') that would otherwise be declared in respect of the shares held by such Members in accordance with these Articles.
• 35.16.2 The Company shall notify each Member of any decision to issue additional shares instead of a relevant dividend and provide each Member with the opportunity to receive the relevant dividend instead. Any Member may elect to receive the relevant dividend in respect of all or some of its shares by giving written notice to the registrar of the Company at any time before the date that is 15 (fifteen) Business Days prior to the proposed issue date for the additional shares (and each such Member shall be an ''Electing Member'' in respect of the relevant shares for which it makes such an election). A Member may elect to be an Electing Member in respect of all dividends paid on its relevant shares for the period that such Member owns those relevant share (a ''permanent election''). A Member may revoke any such permanent election at any time by giving written notice to the registrar of the

Company, which notice shall be effective in respect of any dividends that are paid at least 15 (fifteen) Business Days following the date of receipt of that notice by the registrar.

• 35.16.3 Insofar as a Member is not an Electing Member in respect of all or some of its shares (the ''relevant shares''), that Member shall not be entitled to receive a relevant dividend in respect of the relevant shares and no relevant dividend shall be declared in respect of the relevant shares. Instead, the Member shall be deemed to have agreed to accept the issue of additional shares to that Member in respect of the relevant shares and the following provisions shall apply in respect of the relevant shares (subject to such amendments as the Directors may in their absolute discretion determine from time to time):
• (a) Each member holding relevant shares shall be entitled to a number of new shares of the same class that are together as nearly as possible equal in value to (but not greater than) the cash amount of the relevant dividend that would otherwise in aggregate have been paid on the relevant shares. For this purposes, the value of each new share shall be equal to the most recent published Net Asset Value per share of the class of relevant shares.
• (b) The new shares shall rank equally in all respects with the fully paid shares of the same class then in issue except that they shall not be entitled to participate in the relevant dividend.
• (c) No fraction of a new share shall be allotted. The Directors may make such provision as they may in their absolute discretion determine for any fractional entitlements of new shares, including without limitation payment in cash to Members in respect of fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any Member or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any Member.
• 35.16.4 The Directors may do all acts and things considered necessary or expedient in accordance with the provisions of these Articles and the Companies Law to give effect to the issue of the new shares with full power to the Directors to make such provision as they think fit in the case of fractions of new shares so that the fractional entitlements are disregarded or rounded up or the benefit of the fractional entitlements accrues to the Company.
• 35.16.5 The Directors may on any occasion determine that any Member with a registered address in any territory where in the absence of a registration statement or compliance with other special formalities the circulation of an offer of, or the issue of, new shares would or might be unlawful shall receive the relevant dividend as if it were an Electing Member in respect of the relevant shares and in such event the provisions aforesaid shall be read and construed subject to such determination.''
• 1. That the Articles be altered by:
• a) inserting the following definition:

''FATCA (a) Sections 1471 through 1474 of the U.S. Code, any current or future regulations, other official guidance or official interpretations thereof; (b) any agreement entered into pursuant to Section 1471(b) of the U.S. Code; or (c) any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the U.S. Code, whichever is applicable to the Company.''

b) replacing the definition of ''Non-Qualified Holder'' with the following definition:

''Non-Qualified Holder Any person whose holding or beneficial ownership of shares may (i) result in the Plan Threshold being exceeded or cause the Company's assets to be deemed, for the purpose of ERISA or the U.S. Code, the assets of: (A) an ''employee benefit plan'' as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (B) a ''plan'' as defined in Section 4975 of the Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (C) an entity whose underlying assets are considered to include ''plan assets'' by reason of investment by an ''employee benefit plan'' or ''plan'' described in preceding clause (A) or (B) in such entity pursuant to the US Plan Asset Regulations; (ii) result in a Plan Investor holding shares; (iii) cause the Company to be required to register as an ''investment company'' under the U.S. Investment Company Act (including because the holder of the shares is not a ''qualified purchaser'' as defined in the U.S. Investment Company Act) or similar legislation, or to lose an exemption or status thereunder to which it might otherwise be entitled; (iv) cause the Company or any other person to be in violation of or to have to (A) register under the U.S. Securities Exchange Act or (B) register under the U.S. Securities Act or (C) to register under the U.S. Commodities Exchange Act (or with the U.S. Commodities Futures Trading Commission) or with any securities regulatory authority of any state or other jurisdiction of the United States, (D) register as an ''investment adviser'' under the U.S. Investment Advisers Act or (E) register under any similar legislation; (v) cause the Company not to be considered a ''Foreign Private Issuer'' as such term is defined in rule 3b-4(c) under the U.S. Exchange Act; (vi) result in a person holding shares in violation of the transfer restrictions put forth in any prospectus published by the Company, from time to time; (vii) cause the Company to be a ''controlled foreign corporation'' for the purposes of the U.S. Code; or (viii) prevents the Company from complying with any requirements under FATCA.''

• c) inserting a new Article 15.16 as set out below:
• ''15.16 If the shares are ''Financial Accounts'' for purposes of FATCA, then for purposes Article 15.15, the term ''sufficient satisfactory documentary evidence'' shall include (x) any information as is necessary (in the sole determination of the Board) for the Company to determine whether such Shareholder is a United States person as described in Section 1473(3) of the U.S. Code (''specified United States Person'') or a United States owned foreign entity as described in Section 1471(d)(3) of the U.S. Code (''United States owned foreign entity''), (y) any additional information that the Company reasonably requests in connection with Sections 1471-1474 of the U.S. Code and (z) if such Shareholder is a specified United States Person or a United States owned foreign entity, its name, address, U.S. taxpayer identification number, or, in the case of any such United States owned foreign entity, the name, address and taxpayer identification number of each of its substantial United States owners (as defined in Section 1473(2) of the U.S. Code).''

By order of the Board Registered Office

PO Box 255, Trafalgar Court, Les Banques, St Peter Port Guernsey, GY1 3QL Channel Islands

Dated 26 September 2013

Notes:

• 1. To have the right to attend and vote at the meeting you must hold shares in the Company and your name must be entered on the share register of the Company in accordance with note 4 below.
• 1. Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. Where multiple proxies have been appointed to exercise rights attached to different shares, on a show of hands those proxy holders taken together will collectively have the same number of votes as the Shareholder who appointed them would have on a show of hands if he were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies.
• 1. To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 2.00 p.m. on 18 October 2013. A Form of Proxy accompanies this notice. Completion and return of the Form(s) of Proxy will not preclude members from attending and voting at the meeting should they wish to do so.
• 1. The time by which a person must be entered on the register of members in order to have the right to attend and vote at the meeting is 6:00 p.m. on 18 October 2013. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. In calculating such 48 hours period, no account shall be taken of any part of a day that is not a business day in London and Guernsey. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. On a poll, each Shareholder will be entitled to one vote per ordinary share held. As at the date of this notice, the Company's issued share capital (excluding shares held in treasury) consisted of 206,734,775 ordinary shares. Therefore, the total voting rights in the Company as at the date of this notice are 206,734,775.
• 1. Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST manual (available via www.euroclear.com/CREST) subject to the provisions of the Company's articles of association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ''CREST Proxy Instruction'') must be properly authenticated in accordance with Euroclear UK and Ireland Limited's (''Euroclear'') specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 2:00 p.m. on 18 October 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the United Kingdom Uncertificated Securities Regulations 2001.