Sanne Group Plc (The “Company”)

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares, please send this document together with the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer is/was effected for transmission to the purchaser or transferee, except that, subject to certain limited exceptions, such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including the United States and any of the other Excluded Territories.

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions or applicable requirements. Failure to comply with any such restriction or applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

This document comprises: (i) a circular prepared in accordance with the Listing Rules made under section 73A of FSMA for the purposes of the General Meeting convened pursuant to the Notice of General Meeting set out at the end of this document; and (ii) a prospectus prepared in accordance with the Prospectus Rules made under section 73A of FSMA relating to the New Ordinary Shares by Sanne Group plc (the “Company”). This document has been approved by the Financial Conduct Authority (the ‘‘FCA’’) in accordance with section 87A of the FSMA and made available to the public in accordance with the Prospectus Rules. This document together with the documents incorporated into it by reference (as set out in Part XVI (Documents Incorporated by Reference) of this document) will be made available to the public free of charge, at www.sannegroupplc.com and at the Company’s registered office at 13 Castle Street, St Helier, Jersey JE4 5UT.

A copy of this document has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of securities in the Company. It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability from the discharge of its functions under that law. SANNE GROUP PLC (incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 117625)

Proposed acquisition of International Financial Services Limited and IFS Trustees

and

Firm Placing of 11,572,100 Firm Placing Shares at 490 pence per share, Placing and Open Offer of 7,714,760 Open Offer Shares at 490 pence per share, issue of 5,844,507 Consideration Shares in connection with the proposed acquisition of International Financial Services Limited and IFS Trustees, applications for admission of the Capital Raising Shares and Consideration Shares to the Official List and to trading on the Main Market

and

Notice of General Meeting

Sponsor, Financial Adviser, Bookrunner and Broker

Investec Bank plc

This document should be read as a whole. Your attention is drawn to the letter from the Chairman which is set out in Part I (Letter from the Chairman) of this document and which contains a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. The section of this document entitled “Risk Factors” includes a discussion of certain risk factors which should be taken into account when considering the matters referred to in this document.

The Company and the Directors (whose names appear on page 45 of this document) accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.

Applications will be made for the Capital Raising Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market (together "Admission of the Capital Raising Shares”). It is expected that Admission of the Capital Raising Shares will become effective and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016. Additionally, applications will be made for the Consideration Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market (together, "Admission of the Consideration Shares"). It is expected that Admission of the Consideration Shares will become effective and that dealings in the Consideration Shares will commence in the first quarter of 2017.

Investec Bank plc (“Investec”) has been appointed as sponsor, financial adviser, bookrunner and broker to the Company. Investec is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the PRA and the FCA and is acting exclusively for the Company and no one else in connection with the arrangements described in this document, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the arrangements described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the arrangements described in this document or any other transaction or arrangement referred to in this document. Investec and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees. Apart from the responsibilities and liabilities, if any, that may be imposed on Investec by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Investec accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Capital Raising Shares, the Consideration Shares or the arrangements described in this document and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. Investec accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. Investec has given and not withdrawn its consent to the issue of this document with the inclusion of the references to its name in the form and context to which they are included.

A Notice of General Meeting of the Company, to be held at 13 Castle Street, St Helier, Jersey JE4 5UT at 11.30 a.m. on 16 December 2016, is set out at the end of this document. Whether or not you intend to be present at the General Meeting, you are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Equiniti (Jersey) Limited c/o Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by not later than 11.30 a.m. on 14 December 2016 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 11.30 a.m. on 14 December 2016 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, should you so wish.

This document does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, Capital Raising Shares or Consideration Shares in any jurisdiction in which such an offer or solicitation is unlawful.

Unless otherwise determined by the Company in its sole discretion and permitted by applicable law and regulation, this document and the accompanying Form of Proxy are not being, nor may they be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent outside of the United Kingdom, including in, into or from the United States or any of the other Excluded Territories, and persons receiving this document and the accompanying Form of Proxy (including, without limitation, trustees, nominees or custodians) must not send them outside of the United Kingdom, including in, into or from the United States or any of the other Excluded Territories, as to do so may constitute a violation of the securities laws of any such jurisdictions. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward this document and the accompanying Form of Proxy to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

None of the New Ordinary Shares have been nor will be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws outside of the United Kingdom. None of the New Ordinary Shares may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in the United States (as defined in Rule 902 under Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of the states of the United States. There will be no public offer of the New Ordinary Shares in the United States.

Neither the New Ordinary Shares, the Form of Proxy, this document nor any other document connected with the arrangements described in this document have been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering and/or allotment and issue of the New Ordinary Shares, the Form of Proxy or the accuracy or adequacy of this document or any other document connected with the Capital Raising or this document. Any representation to the contrary is a criminal offence in the United States.

Recipients of this document may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information in it for any purpose other than considering an investment in Ordinary Shares. Recipients of this document agree to the foregoing by accepting delivery of this document.

Unless required to do so by law or regulation, the Company does not envisage publishing any supplementary prospectus, supplementary circular or an update statement, as the case may be.

The contents of this document are not to be construed as legal, business or tax advice. Shareholders should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

All references to time in this document are to Greenwich Mean Time unless otherwise stated.

This document is dated 30 November 2016. TABLE OF CONTENTS

SUMMARY ...... 4 RISK FACTORS ...... 25 PRESENTATION OF INFORMATION ...... 42 DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS ...... 46 EXPECTED TIMETABLE OF PRINCIPAL EVENTS ...... 47 SHARE CAPITAL AND CAPITAL RAISING STATISTICS ...... 48 PART I - LETTER FROM THE CHAIRMAN ...... 49 PART II - TERMS AND CONDITIONS OF THE ACQUISITION ...... 63 PART III - TERMS AND CONDITIONS OF THE OPEN OFFER...... 67 PART IV - QUESTIONS AND ANSWERS ABOUT THE CAPITAL RAISING...... 87 PART V - INFORMATION ON THE GROUP ...... 93 PART VI - INFORMATION ON THE IFS GROUP ...... 113 PART VII - OPERATING AND FINANCIAL REVIEW OF THE GROUP...... 127 PART VIII - CAPITALISATION AND INDEBTEDNESS STATEMENT ...... 128 PART IX - HISTORICAL FINANCIAL INFORMATION RELATING TO THE GROUP ...... 130 PART X - HISTORICAL FINANCIAL INFORMATION RELATING TO INTERNATIONAL FINANCIAL SERVICES LIMITED ...... 132 PART XI - UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP .. 163 PART XII - TAXATION ...... 169 PART XIII - SHAREHOLDER REGULATORY OBLIGATIONS ...... 175 PART XIV - PERSONS RESPONSIBLE, DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE ...... 178 PART XV - ADDITIONAL INFORMATION...... 183 PART XVI - DOCUMENTS INCORPORATED BY REFERENCE ...... 248 PART XVII - DEFINITIONS ...... 250 NOTICE OF GENERAL MEETING ...... 257 SUMMARY

Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of the words ‘not applicable’.

SECTION A - Introduction and warnings

Element Disclosure Disclosure requirement

A.1 Introduction and This summary should be read as an introduction to this document. Any warning decision to invest in the securities should be based on consideration of this document as a whole by the investor.

Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this document before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in the securities.

A.2 Consent for Not applicable – there will be no resale or final placement of securities intermediaries by financial intermediaries.

SECTION B - Issuer

Element Disclosure Disclosure requirement

B.1 Legal and The Company’s legal and commercial name is Sanne Group plc. commercial name

B.2 Domicile/legal The Company is incorporated with limited liability by shares in Jersey, a form/legislation/ public company under the Companies (Jersey) Law 1991 (as amended) country of with registered number 117625. The principal legislation which the incorporation Company operates is the Companies (Jersey) Law 1991 (as amended).

4 B.3 Current operations Sanne Group / principal activities / The Group is a specialist provider of outsourced corporate, fund and principal markets private client administration, reporting and fiduciary services. In particular, the Group targets alternative asset markets that have high barriers to entry and require specialist expertise to service. Key clients include alternative asset managers, financial institutions, family offices and corporates. The Group is a recognised global provider of corporate and fund services with a presence in established, well-regulated international financial centres including Jersey, Guernsey, London, Luxembourg, Dublin, Malta, Belgrade, New York, Cape Town, Dubai, Hong Kong, Shanghai and Singapore. The Group currently employs approximately 700 people and administers structures and funds that have in excess of £100 billion of assets. In the six months ended 30 June 2016, the Group reported revenue of £27.6 million (30 June 2015: £21.1 million). For the full year ended 31 December 2015, the Group reported revenue of £45.6 million (2014: £35.6 million, 2013: £26.0 million) and an underlying profit before exceptional items of £15.7 million (2014: £11.3 million; 2013: £8.2 million).

Operations are focused on eight principal divisions: Debt, Real Estate, Private Equity, Hedge, Corporate and Institutional, Executive Incentives, Private Client and Treasury. These operations broadly span the Group’s international footprint with Jersey being the location of its headquarters. The Group provides high-touch and bespoke solutions to its clients. Core services include fund administration, financial reporting, governance, regulatory services, investor services, corporate services and treasury services. The high-touch, bespoke nature of most of the Group’s services means they require a large amount of qualified and experienced human input, preventing their outsourcing to low skilled labour or technology. The structures that the Group administers are often regulated and therefore require a regulated party to manage the regulated activities required for these structures.

The Group has a predominantly institutional client base, with no client accounting for more than 6 per cent. of annual billings in 2015. Furthermore, the top 10 clients accounted for less than 30 per cent. of billings in both the financial year ended 31 December 2015 and the six months ended 30 June 2016. Clients of the Debt, Real Estate and Private Equity divisions are typically institutions focused on alternative asset classes; clients of Executive Incentives and Corporate and Institutional are typically corporates; clients of the Private Client division are typically ultra-high net worth individuals and family offices. Approximately 85 per cent. of the Group’s clients are corporate or institutional. In total, the Group has in excess of 900 clients and services more than 4,000 structures.

The Group has a core organic growth strategy that is augmented with a focused acquisition growth strategy, both of which are reflected in the Group’s successful growth track record in recent years. The ongoing strategic focus of the Group is to continue building scale in established and emerging markets to support its growth prospects with a particular focus on alternative asset markets that have high barriers to entry and require specialist expertise in order to deliver effective service. The key drivers of the Group’s organic growth strategy include growing market share through increasing revenue from existing clients, attracting

5 new clients and expanding service provision through the continued development of new products, and expansion of the global network and platform. Underpinning the Group’s organic growth strategy is its acquisition strategy, demonstrated by the Group’s successful completion of the acquisitions of Chartered Corporate Services ("CCS") in Ireland, IDS Fund Services ("IDS") in South Africa, the recent acquisition of FLSV Fund Administration Services LLC ("FLSV") in the United States and the anticipated acquisition of Sorato Trust B.V. ("Sorato") in the Netherlands (expected to complete in December 2016), demonstrate the Group’s commitment to an organic strategy complemented by targeted acquisitions.

The IFS Group

The IFS Group is a Mauritian-based provider of offshore fiduciary management services, specifically the incorporation of offshore companies and trusts, general management administration and accounting and lastly the provision of corporate secretaries. The IFS Group provides a comprehensive suite of services to clients wishing to use Mauritius as a platform for investment or to do business internationally. The IFS Group's clients include mutual funds, closed ended funds, hedge funds and corporates looking to set up investment holding, investment management, trading or service entities. The range of services provided will cover the initial stages of structuring and set up, through to the administration during the life of the entity and to the eventual disposal of assets and the winding up or termination of the structures. The IFS Group employs over 260 employees across two offices in Mauritius. The IFS Group currently provides services to in excess of 1,000 global entities and has in excess of $82 billion in assets under administration.

The IFS Group provides a range of products and services to manage and administer offshore structures. Offshore structures that the IFS Group focuses on include corporate entities such as global business companies, limited life companies, protected cell companies and domestic companies as well as funds, trusts, foundations and limited partnerships. The IFS Group also has specialist teams which provide corporate and fund structuring services, legal services as well as tax and compliance services.

The Directors consider the IFS Group to be a high-quality business servicing predominately fund clients. When reviewed on an entity by entity basis, 38 per cent. of all entities invoiced in 2015 (by total invoice value) were fund entities with the remaining 62 per cent. being corporate entities. However, of these corporate entities, many are actually part of structures whose ultimate parent or owner is in fact a fund or fund management group. For example, of the IFS Group's largest 20 clients, the IFS Group's management consider four, representing approximately 24 per cent. of total billings by the 20 largest clients in the year ended 21 December 2015, to be corporate clients. Whereas, all except one of these clients is actually a fund management group and would all be considered to be a fund client by the Group given the nature of the ultimate parent entity.

6 B.4 Most significant Sanne Group recent trends affecting the The Group operates in a highly fragmented global sector covering a Group and the wide variety of end markets. This includes the reasonably well-defined industry in which it alternatives space (debt, real estate and private equity) as well as the operates more general corporate and private client market. According to PWC's Asset Management 2020: A Brave New World (the "PWC Report"), Assets under Management at a global level are estimated to have reached $63.9 trillion in 2012 and is estimated to grow at 6.0 per cent. CAGR between 2012 and 2020, reaching a total of $101.7 trillion. Within the alternatives markets, where the Group’s main focus is, assets are projected to grow from $6.4 trillion in 2012 to $13.0 trillion in 2020, representing a higher CAGR than the overall market at 9.3 per cent. These markets have collectively already doubled in size since 2005 (source: McKinsey Global Asset Management Growth article (the "McKinsey Article")). The Group also continues to benefit from the increasing amount of work institutions and corporates more generally are outsourcing and the scale required of fiduciary services providers to meet increasing regulatory obligations.

The demand for the Group’s services and for outsourced services in the areas in which it operates is driven by macro-economic and regulatory trends. These include new legislation such as the European Alternative Investment Fund Managers Directive ("AIFMD") and the US Foreign Account Tax Compliant Act ("FATCA"), as well as the generally greater regulatory and compliance demands on asset managers.

At a client level, the PWC Report highlighted three key global elements as drivers of growth in assets:

• the increase of mass affluent and high net worth individuals from growing regions such as the Middle East, South America, Asia and Africa;

• the expansion and emergence of sovereign wealth funds; and

• the increase in defined contribution schemes, partly driven by government incentivised or mandated shifts to individual retirement plans.

7 An important feature of the end markets that the Group and its competitors provide administration services to is that it is highly fragmented in nature. The PWC Report has noted that mergers and acquisitions within the administration space are likely to continue, offering the Group further opportunities to add further geographic and asset class scale through acquisitions, in line with its stated inorganic growth strategy and already demonstrated through the successful acquisitions and integrations of Delorean and Ariel in 2013 and 2014, respectively.

A number of global financial institutions and accounting firms, law firms and banks have traditionally operated within the fiduciary industry. Recently, there has been a significant trend towards reduction in activity by such firms in this space and a number of exits from the market. This trend has been driven by a desire for these firms to reduce their exposure to perceived AML issues and a desire to avoid conflicts of interests, particularly in cases whereby an accounting firm is seeking to provide audit services to the same client base or law firms wish to focus on providing advisory and structuring services instead of administration services.

IFS Group

The fund administration, corporate and fiduciary services market that the IFS Group operates in is largely the same as the market in which the Group operates by virtue of being part of an international industry. Accordingly, the market and macro-economic and regulatory environment that the IFS Group operates in is similar to the Group's market and macro-economic and regulatory environment with the exception that the IFS Group is more exposed to issues within certain markets such as India and Africa.

Due to its positioning, Mauritius is well placed to act as a launch pad for investors in to Africa with the region seen as having key competitive advantages over others. Mauritius tops African rankings for governance and ease of doing business and continues to attract big investors as a platform with investment skills, legal expertise and favourable tax all being strengths of the region

B.5 Description of The Company holds and, in the case of the IFS Group, will hold following Issuer’s Group Completion of the Acquisition, the Group’s operating companies through certain wholly-owned intermediate holding companies.

B.6 Shareholders As at the Latest Practicable Date, the Company had been notified in accordance with the Transparency Rules of the following interests in voting rights attaching to Ordinary Shares:

Shareholder Number of Ordinary Percentage of Shares Ordinary Shares

Standard Life 16,624,213 14.37 Investments Liontrust Asset 15,295,645 13.22 Management

8 Aviva Investors 8,845,552 7.64 Wellington 5,780,259 4.99 Management Company BlackRock Investment 4,915,440 4.25 Management Old Mutual Global 4,777,415 4.13 Investors Royal London 3,864,990 3.34 Hargreave Hale 3,803,979 3.29

Save as disclosed in this section, the Company is not aware of any holdings of voting rights (within the meaning of Chapter 5 of the Disclosure and Transparency Rules) which will represent three per cent. or more of the total voting rights in respect of the issued share capital of the Group following Admission of the Consideration Shares.

No Shareholder has or will have any special voting rights over any Ordinary Shares and, following Admission of the Capital Raising Shares and Admission of the Consideration Shares, all New Ordinary Shares will rank pari passu in all respects with all other Ordinary Shares.

B.7 Selected key The selected key historical financial information sets out the historical financial consolidated income statement, balance sheet and cash flow statement information of the Group as at, and for the years ended 31 December 2013, 2014 and 2015. The information has been extracted without material adjustment from the audited financial statements of the Group and the IPO prospectus dated 27 March 2015.

Consolidated Group Income Statement

Year ended 31 December

2013 2014 2015

£’000 £’000 £’000

Revenue 26,003 35,583 45,638

Direct costs (9,920) (13,429) (15,981)

Gross profit 16,083 22,154 29,657

Other operating 972 264 129 income

Operating expenses (9,773) (11,426) (23,867)

Operating profit 7,282 10,992 5,919

Exceptional items (873) (277) (9,777) included within operating expenses

Other gains and 83 10 (145) losses

Finance costs (1,327) (3,241) (3,410)

9 Finance income 103 71 49

Profit before tax 6,141 7,832 2,413

Tax (981) (1,657) (849)

Profit for the year 5,160 6,175 1,564

Consolidated Group Balance Sheet

As at 31 December

2013 2014 2015

£’000 £’000 £’000

Non-current assets

Intangible assets 9,271 9,385 7,712

Property, plant and 1,040 1,774 1,647 equipment

Total non-current 10,311 11,159 9,359 assets

Current assets

Trade and other 8,054 5,933 18,549 receivables

Accrued Income 1,823 8,446 1,069

Cash and bank 9,202 12,591 19,445 balances

Total current assets 19,079 26,970 39,063

Total assets 29,390 38,129 48,422

Equity and Liabilities

Share capital 51 50 1,130

Share premium - - 44,770

Own shares - - (122)

Retranslation reserve - (184) (220)

Retained 4,186 (29,286) (26,573) (deficit)/earnings

Total equity 4,237 (29,420) 18,985

Non-current liabilities

Preference shares 21,239 18,939 -

Bank loan - 42,630 17,695

Total non-current 21,239 61,569 17,695 liabilities

10 Current liabilities

Trade and other 1,209 2,677 3,211 payables

Current tax liabilities 974 1,591 1,383

Provisions - - 134

Deferred revenue 1,731 1,712 7,014

Total current 3,914 5,980 11,742 liabilities

Total equity and 29,390 38,129 48,422 liabilities

Consolidated Group cash flow statement

Year ended 31 December

2013 2014 2015

£’000 £’000 £’000

Net cash from 7,276 9,248 11,339 operating activities

Investing activities

Interest received 103 81 49

Purchases of (764) (1,365) (741) equipment

Disposal of - - - equipment

Acquisition of (11,416) (1,728) - subsidiaries

Net cash used in (12,077) (3,012) (692) investing activities

Financing activities

Dividends paid (2,142) (4,605) (1,579)

Premium on - (34,954) - redemption of share capital

Interest paid on (1,533) (1,036) (256) preference shares

Interest on bank loan - (1,810) (1,271)

Proceeds on issue of 14,902 - 28,056 shares

Expenses on issue of (1,803) - (1,066) shares

11 Proceeds on issue of 15,775 10,550 - preference shares

Redemption of (15,480) (13,173) - preference shares

Redemption of - (15) (178) ordinary shares

Redemption of bank - - (45,000) loans

New bank loans - 42,380 17,627 raised

Net cash (used 9,719 (2,663) (3,667) in)/generated from financing activities

Net increase in 4,918 3,573 6,980 cash and cash equivalents

Cash and cash 4,378 9,202 12,591 equivalents at beginning of year

Effect of foreign (94) (184) (126) exchange rate changes

Cash and cash 9,202 12,591 19,445 equivalents at end of year

Certain significant changes to the Group’s financial condition and results of operations occurred during the full financial years ended 31 December 2013, 2014 and 2015 and during the six months ended 30 June 2016. These changes are set out below:

In the year to December 2013, the Group experienced a high organic growth of 22.0 percent. This was driven by a strong performance in the Group’s debt and real estate divisions, and the continued growth of revenue streams from structures established in Luxembourg. In addition, in June 2013, the Group acquired a book of contracts from State Street’s alternative investment solutions business in Jersey, Guernsey, Ireland and the UK. These contracts were integrated into the Debt division and restructured Corporate & Institutional division.

In the year ended 31 December 2014, the Group was again successful in delivering year on year organic growth with growth in revenues of £4.8 million from 2013 to 2014. This was again driven by strong revenue growth in the Real Estate and Debt divisions. The Group also completed a further small acquisition of corporate and real estate client contracts, again from State Street’s alternative investment solutions business in Jersey, Guernsey, UK and Luxembourg. Finance costs increased in the year ended 31 December 2014 as a result of a new secured bank loan with ICG being taken out in April 2014. This loan was for £45 million. Finance costs in this year also included £250,000 of amortised loan issue costs related to the ICG loan. There was also a significant increase in accrued income of £6.6 million at 31 December 2014 (£1.5 million at 31 December 2013) as a result of a change in billing processes in the Group.

12 In the year ended 31 December 2015, the business continued to deliver high levels of organic growth supporting the 3 year CAGR of 24 per cent. organic growth across the period. In April 2015, the Group listed on the London Stock Exchange and as a result incurred exceptional costs of £6.9 million relating to the IPO process.

There has been no significant change in the financial or trading position of the Group since 30 June 2016, being the latest date to which the historical financial information was prepared.

B.8 Unaudited pro The unaudited pro forma net assets statement and pro forma statement forma financial of profit and loss (the "Pro forma Financial Information"), set out information below, have been prepared to illustrate the effects of the Capital Raising and the Acquisition on the net assets of the Group, had the Capital Raising and Acquisition taken place on 31 December 2015, and on the profit and loss of the Group for the year ended 31 December 2015 had the Capital Raising and Acquisition taken place on 1 January 2015. The unaudited Pro forma Financial Information has been prepared for illustrative purposes only in accordance with Annex II of the Prospectus Directive Regulation, and should be read in conjunction with the notes set out below. Due to its nature, the Pro forma Financial Information addresses a hypothetical situation and therefore does not represent the Enlarged Group’s financial position or results. No account has been taken of any results or other activity since the year ended 31 December 2015. The unaudited Pro forma Financial Information does not constitute financial statements within the meaning of section 434 of the Act. The unaudited Pro forma Financial Information has been prepared in a manner consistent with the accounting policies adopted by the Group in preparing the historical information as at and for the year ended 31 December 2015.

Pro forma income statement for the Enlarged Group for the year ended 31 December 2015

The Group IFS for the Pro forma for the year year ended Enlarged ended 31 Dec 31 Dec 2015 Group 2015

GBP’000 GBP’000 GBP’000

Revenue 45,638 18,433 64,071

Direct costs (15,981) (4,044) (20,025)

Gross profit 29,657 14,389 44,046

Other operating income 129 92 221

Operating expenses (23,867) (2,468) (26,335)

Operating profit 5,919 12,013 17,932

Other gains and losses (145) - (145)

Finance costs (3,410) (23) (3,433)

Finance income 49 121 170

Profit before taxation 2,413 12,111 14,524

Taxation (849) (2,045) (2,894)

13 The Group IFS for the Pro forma for the year year ended Enlarged ended 31 Dec 31 Dec 2015 Group 2015

Profit for the year and total 1,564 10,066 11.630 comprehensive income

Pro forma statement of net assets for the Enlarged Group as at 31 December 2015

The IFS Consideration Pro Group as at and goodwill forma as at Enlarged 31 Dec Group 31 Dec 2015 2015

GBP’000 GBP’000 GBP’000 GBP’000

Assets

Non-current assets

Goodwill - - 96,361 96,361

Intangibles 7,712 - - 7,712

Property, plant and equipment 1,647 81 - 1,728

Deferred tax asset - 306 - 306

Investment in subsidiaries - 2 - 2

Total non-current assets 9,359 389 96,361 106,109

Current assets

Trade and other receivables 18,549 1,418 - 19,967

Cash and cash equivalents 19,445 6,781 15,808 42,034

Accrued income 1,069 1,908 - 2,977

Total current assets 39,063 10,107 15,808 64,978

Total assets 48,422 10,496 112,169 171,087

Liabilities

Current liabilities

Deferred revenue 7,014 2,254 - 9,268

Trade and other payables 3,211 1,177 - 4,388

Dividend payable - 303 - 303

Current tax liabilities 1,383 545 - 1,928

Provisions 134 - - 134

Total current liabilities 11,742 4,279 - 16,021

Net current assets 27,321 5,828 15,808 48,957

Total assets less current liabilities 36,680 6,217 112,169 155,066

Non-current liabilities

Borrowings 17,695 - - 17,695

Retirement benefit obligations - 666 - 666

14 The IFS Consideration Pro Group as at and goodwill forma as at Enlarged 31 Dec Group 31 Dec 2015 2015

Total non-current liabilities 17,695 666 - 18,361

Net assets 18,985 5,551 112,169 136,705

B.9 Profit forecast/ Not applicable – no profit forecasts or estimates have been made. estimate

B.10 Audit report - Not applicable – there are no qualifications made in the audit report. qualifications

B.11 Insufficient Not applicable working capital The Company is of the opinion that, taking into account the bank and other facilities available to the Group, the working capital available to the Group is sufficient for its present requirements, that is, for at least the period of 12 months from the date of this document.

The Company is of the opinion that, taking into account the net proceeds of the Capital Raising and the bank and other facilities available to the Enlarged Group, the working capital available to the Enlarged Group is sufficient for its present requirements, that is, for at least the period of 12 months from the date of this document.

SECTION C - Securities

Element Disclosure Disclosure requirement

C.1 Description of the The Company proposes to issue 11,572,100 Firm Placing Shares New Ordinary pursuant to the Firm Placing, 7,714,760 Open Offer Shares pursuant Shares to the Placing and Open Offer and 5,844,507 Shares pursuant to the Acquisition.

The nominal value of each New Ordinary Share is £0.01.

When admitted to trading, the New Ordinary Shares will have an ISIN of JE00BVRZ8S85, SEDOL number BVRZ8S8 and will trade under the symbol “SNN”.

C.2 Currency of the Pounds sterling New Ordinary Shares

C.3 Issued Share As at the Latest Practicable Date the Company had in issue 115,721,402 Capital fully paid Ordinary Shares of £0.01 each.

15 C.4 Rights attaching to The New Ordinary Shares will rank pari passu in all respects with each the New Ordinary other and with all Existing Ordinary Shares, including for voting and Shares dividend rights and rights on a return of capital.

Subject to the provisions of the Articles, the issue of additional Ordinary Shares for cash must first be offered to current members on a pro rata basis. The members may, by way of special resolution, grant authority to the Board to allot shares as if the pre-emption rights set out in the Articles did not apply.

Except in relation to dividends which have been declared and rights on a liquidation of the Company, the Shareholders have no rights to share in the profits of the Company.

The New Ordinary Shares are not redeemable. However, the Company may purchase or contract to purchase any of the New Ordinary Shares on or off- market, subject to the Jersey Companies Law and the requirements of the Listing Rules.

C.5 Restrictions on The New Ordinary Shares will be freely transferable and there are no transfer restrictions on transfer.

C.6 Admission to Applications will be made for the Capital Raising Shares to be admitted trading to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market. It is expected that the Admission of the Capital Raising Shares will become effective and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016.

Additionally, applications will be made for the Consideration Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market. It is expected that Admission of the Consideration Shares will become effective and that dealings in the Consideration Shares will commence in the first quarter of 2017.

C.7 Dividend Policy The Board has adopted a progressive dividend policy. It still expects to retain sufficient capital to fund ongoing operating requirements, an appropriate level of dividend cover and funds to invest in the Group’s long-term growth.

SECTION D - Risks

Element Disclosure Disclosure requirement

D.1 Information on the Risks relating to the Group's, the IFS Group's and, following key risks specific Completion, the Enlarged Group's business: to the Issuer or its industry

16 • The Group, the IFS Group and, following Completion, the Enlarged Group act in a fiduciary capacity, which carries specific legal obligations. This can involve providing trustee services and/ or acting as directors on multiple administered entities across multiple asset classes where responsibility for decision making is assumed. The breach of any fiduciary duties may result in a claim and/or regulatory sanction.

• Any litigation, whether or not determined in the Group's, and following Completion, the Enlarged Group’s favour or settled by the Group and following Completion, the Enlarged Group, and notwithstanding the PII cover maintained by the Group and following Completion, the Enlarged Group to meet claims, may be costly and may divert the efforts and attention of the Group's and following Completion, the Enlarged Group’s management and other personnel from normal business operations and may have a material and adverse effect on the Group, and following Completion, the Enlarged Group.

• Individual business divisions are susceptible to fluctuations in performance driven by, among other things, macroeconomic factors, changing regulatory obligations and shifts in client preferences and demands. The existence of one, or a combination of, these factors in one or more of the Group’s divisions would have a negative impact on the Group’s, and following Completion, the Enlarged Group's ability to deliver expected growth rates and financial performance.

• Conducting business across multiple jurisdictions may expose the Group, and following Completion, the Enlarged Group to financial risks associated with fluctuations in exchange rates. This may have a material adverse effect on the Group's and following Completion, the Enlarged Group’s financial results.

• Increased competition and price pressure in the market may have a material adverse effect on the Group, the IFS Group and, following Completion, the Enlarged Group. The Group’s competitors may seek to compete aggressively on price in order to protect or gain market share. To the extent that the Group matches or exceeds any reduction in price by its competitors, its business, financial conditions and results of operations may be materially and adversely affected.

• If total revenues the Group invoices by ultimate parent group is aggregated, a small number of clients may be considered to be significant to the Group. As a result of this concentration of revenue, should certain key client groups seek to reduce their demand for the services of the Group or use another provider altogether, the Group’s business, financial condition and results of operations could be adversely affected.

• The variable fee model the Group and following Completion, the Enlarged Group employs may reduce expected revenue and impact the financial results.

17 • The Group, the IFS Group, and following Completion, the Enlarged Group are dependent upon key senior management personnel who have extensive experience and knowledge of the Group, the Group’s markets, product offering, client base, and administered structures. If members of the senior management depart, the Group, the IFS Group, and following Completion, the Enlarged Group may not be able to find effective replacements in a timely manner, or at all, and the business may be disrupted or damaged.

• The Group's, the IFS Group's, and following Completion, the Enlarged Group’s margins and profitability may be damaged by salary inflation. Salary inflation could be caused by a number of internal and external factors, such as macroeconomic conditions, changes to national immigration policies, or changes and/or introductions of minimum pay regulations.

• The Group, and following Completion, Enlarged Group may not be able to maintain both organic and inorganic historic growth rates which may have a material adverse effect on the business of the Group and following Completion, the Enlarged Group. Additionally, unless growth results in an increase in revenues that is proportionate to the increase in costs associated with this growth, operating margins and profitability would be adversely affected.

• The Group, the IFS Group and following Completion, the Enlarged Group are dependent on their reputation. Any damage to the Group’s reputation or any negative publicity surrounding the Group, its prospects or its competitive position may have harmful impact on the Group’s ability to win new work, maintain existing client relationships and contracts, and retain key staff or attract new staff.

• The Group's acquisition strategy may give rise to execution and inherent risks. For example, the process of integration following an acquisition may produce unforeseen operating difficulties and expenditures and may absorb significant attention of the Group's, and following Completion, the Enlarged Group’s management.

• Under the Group’s current transfer pricing policies, management fees are paid to the Group from its subsidiaries, a consequence of which is that the majority of the Group’s profits are recorded in Jersey. If the Group's, and following Completion, the Enlarged Group's transfer pricing policies are challenged, this may result in higher tax rates.

• The Group and the IFS Group operate and, following Completion, the Enlarged Group will operate in emerging markets in Asia (including India) and Africa, which present unique risks that are not associated with more developed markets such significant price volatility, restrictions on foreign investment and possible repatriation of investment income and capital.

• The Group is heavily dependent on its computer systems and any loss of operational capability or disruption to the systems

18 may have a material adverse impact on the delivery of services. Notwithstanding the investments made by the Group and its service providers to protect against any security breaches, it may not be possible to implement security measures that protect against all security risks.

• The Company incurs certain legal, accounting and other costs as a listed company and its management team is required to devote substantial time to compliance matters.

Risks relating to the industry in which the Group, the IFS Group and, following Completion, the Enlarged Group operate

• Regulatory changes may increase the compliance costs of the Group, the IFS Group and, following Completion, the Enlarged Group and may affect profitability. Whilst regulatory change is a key driver of the Group's, the IFS Group's, and following Completion, the Enlarged Group's business and can raise barriers to entry and impact competition, regulatory changes such as the elimination of the exemption on capital gains tax for Mauritius-based investors in unlisted Indian equity in the revised India tax treaty with Mauritius, and other such changes, may have an adverse effect on the results of operations, financial condition and growth prospects of the Group, the IFS Group, and following Completion, the Enlarged Group.

• Changes to government policy and international tax regulations may increase the regulatory or litigation burden and risk of the Group, the IFS Group, and following Completion, the Enlarged Group.

• On 23 June 2016, UK citizens voted in favour of the UK leaving the EU. The implications of this decision, together with the exact timing for the triggering by the UK government of a formal process for negotiating the UK’s exit from the EU with other EU member states and the outcome of such negotiations, are not known as at the date of this document. The uncertainty regarding the UK’s membership of the European Union may have a material adverse effect on the Group's, and following Completion, the Enlarged Group's business prospects.

• The Group, and following Completion, the Enlarged Group may be subject to an increased cost of assimilation as it enters additional jurisdictions.

• A redundancy of previously legitimate structures may have a material impact on the Group's, and following Completion, the Enlarged Group's business.

• Reputational damage suffered by a closely connected client of the Group, the IFS Group, and following Completion, the Enlarged Group may vicariously adversely affect the reputation of the Group, the IFS Group, and following Completion, the Enlarged Group. While robust client acceptance procedures mitigate the risk of client actions resulting in such reputational damage, service providers are unable to control unsubstantiated adverse comments, which represent a growing risk to the

19 industry, in terms of reputational damage and the costs of representation.

• A change in macro-economic factors that results in worsened economic conditions would adversely affect demand for the services of the Group, the IFS Group and following Completion, the Enlarged Group. Failure to identify or effectively respond to changing requirements and preferences of its client base could adversely affect the Group's, the IFS Group's, and following Completion, the Enlarged Group’s business.

• A breach of anti-money laundering and bribery and corruption laws may have a negative impact on the reputation and business of the Group, the IFS Group, and following Completion, the Enlarged Group.

• A staff member committing fraud by transferring client assets may leave the Group, the IFS Group and following Completion, the Enlarged Group vulnerable to claims by the client and regulatory sanctions. Although the Group operates robust procedures to control the transfer of client assets, such controls cannot eliminate the risk of internal fraud committed by a member of staff.

• Consolidation in the fiduciary services industry may increase the level of competition in the market. The inability of the Group to maintain its competitiveness may have a material adverse effect on the Group’s business, results of operations or financial condition.

• Consolidation in the end markets in which the Group, and following Completion, the Enlarged operates may reduce the Group's, and following Completion, the Enlarged Group's potential client base and revenue. Such consolidations could also create larger end-market clients that have increased bargaining power in negotiations for new contracts, which would have a material adverse effect on the business.

• A reversal of the trend towards higher levels of outsourcing from the Group’s, and following Completion, the Enlarged Group's existing and target clients could have a negative impact on the Group's, and following Completion, the Enlarged Group's business. Such a shift in the industry could reduce the numbers of clients and structures that the Group could potentially provide services to, and may have a material adverse effect on the financial results of the Group.

D.3 Key information on Pre-emption rights do not apply in relation to the issue of the Firm the key risks Placing Shares to be allotted pursuant to the Firm Placing, resulting in specific to the New potential dilution of the ownership rights of Shareholders at the date Ordinary Shares of this document. Following the issue of the Firm Placing Shares, Qualifying Shareholders who take up their Open Offer Entitlements under the Open Offer in full will suffer a maximum dilution of approximately 8.6 per cent. to their ownership and voting interests in the Company. Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer, and Shareholders who are not

20 eligible to participate in the Open Offer, will suffer a maximum dilution of approximately 14.3 per cent. to their ownership and voting interests in the Company.

The Capital Raising is not conditional upon Completion.

The price of the Ordinary Shares may fluctuate significantly in response to a number of factors, many of which may be out of the Group’s control, and investors may lose all or part of their investment.

Future substantial sales of Ordinary Shares, or the perception that such sales might occur, could depress the market price of the Ordinary Shares.

Holders of Ordinary Shares in jurisdictions outside the UK may not be able to exercise their pre-emption rights unless the Company decides to take additional steps to comply with applicable local laws and regulations of such jurisdictions.

The Company’s ability to pay dividends in the future depends, among other things, on the Group’s financial performance and is therefore not guaranteed.

SECTION E - Capital Raising

Element Disclosure Disclosure requirement

E.1 Net Proceeds/ The net proceeds of the Capital Raising will be approximately £90.1 Expenses million, after expected expenses of £4.4 million incurred in relation to the Capital Raising. Expenses in connection with the Acquisition are expected to be £1.4 million.

No expenses will be charged to subscribers of New Ordinary Shares in connection with Admission of the Capital Raising Shares or the Capital Raising or Admission of the Consideration Shares by the Company.

E.2a Reasons for the In the event that the Capital Raising proceeds but the Acquisition does Capital Raising/ not complete, the Directors‘ current intention is that the proceeds of the Use of Proceeds Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Directors will consider how best to return surplus capital to Shareholders. The Directors would expect to effect such a return within six months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found.

E.3 Terms and The Company proposes to issue the Firm Placing Shares and the Open Conditions of the Offer Shares pursuant to the Capital Raising to raise approximately Capital Raising £94.5 million, before expenses. Investec has made arrangements to

21 conditionally place the Firm Placing Shares with Firm Placees and to conditionally place the Open Offer Shares with Placees, subject to claw-back to satisfy valid applications by Qualifying Shareholders under the Open Offer, in each case pursuant to the Sponsor and Placing Agreement, or failing which, to subscribe for such Firm Placing Shares or such Open Offer Shares itself.

Qualifying Shareholders are invited, subject to the terms and conditions of the Open Offer, to subscribe for Open Offer Shares pro rata to their holdings as at the Record Date at the Offer Price per Share of 490 pence, payable in full in cash on application, free of all expenses, on the basis of:

1 Open Offer Share for every 15 Existing Ordinary Shares in each case rounded down to the nearest whole number of Open Offer Shares. To the extent that the Open Offer Shares are not taken up by Qualifying Shareholders under the Open Offer, an equivalent number of shares will be subscribed by institutional investors pursuant to the Placing.

The Offer Price was set having regard to the prevailing market conditions and the size of the Capital Raising. The Offer Price represents a discount of approximately 1.0 per cent. to the Closing Price of 494.75 per Ordinary Share on 29 November 2016 (being the last Business Day before the announcement of the Capital Raising). The Directors believe that it is necessary to offer the Capital Raising Shares at a discount to complete the Capital Raising to allow the Company to raise the required funding and accordingly believe that such discount is in the best interests of the Shareholders, and that the Offer Price is appropriate for the Capital Raising.

The Capital Raising is conditional, amongst other things, on:

• the Resolutions being passed by the Shareholders at the General Meeting;

• the Sponsor and Placing Agreement becoming unconditional; and

• Admission of the Capital Raising Shares becoming effective.

Application will be made for the Capital Raising Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange 's Main Market for listed securities. It is expected that Admission of the Capital Raising Shares will become effective and dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016.

22 paid after the date of their issue. The Capital Raising Shares will be in registered form and capable of being held in certificated or uncertificated form in CREST.

E.4 Interests that are There are no interests known to the Company that are material to the material to the Capital Raising or the Acquisition or which are conflicting interests. issue/conflicting interests

E.5 Name of the Restricted sale arrangements offeror/lock-up agreements Pursuant to the terms of the Acquisition, Couldiplall Basanta Lala and Anupama Basanta Lala and Divya Basanta Lala, to the extent that Mr. Basanta Lala assigns rights to acquire some or all of his Consideration Shares to these persons will agree to certain restricted sale arrangements in respect of the issued Consideration Shares in which they will be interested immediately following Admission of the Consideration Shares (“Restricted Sale Shares”).

The Restricted Sale Shares are subject to a restricted sale period of four years (the “Restricted Sale Period”) under the terms of which, 40 per cent. of the shares are released after two years, 35 per cent. after three years and 25 per cent. after four years during such Restricted Sale Period. However, save where the Board exercises its discretion otherwise, the Restricted Sale Period shall be extended by a further two years where any relevant shareholder ceases to remain employed by the Group by virtue of (i) the relevant shareholder resigning (other than in connection with a breach of the terms of the relevant employment agreement by the relevant member of the Group); or (ii) the relevant member of the Group having terminated the relevant employment agreement in connection with a breach of its terms by the relevant shareholder, and in such circumstances no further pro rata releases from the sale restrictions shall be made. In addition, to the extent that a claim is made pursuant to the indemnity provisions of the Acquisition Agreement in relation to the litigation relating to Dynamic India Fund III or certain regulatory enquiries relating to the Dynamic Funds or any claim is made in relation to the warranties in the Acquisition Agreement then to the extent that the Restricted Sale Shares have not already been released from the sale restrictions an amount of Restricted Sale Shares with a value equal to the amount of the claim will not be released from the sale restrictions on the relevant release date while the relevant claim is outstanding. Furthermore, if a successful claim is made under these indemnities or the warranties, the Company will have the ability to sell the relevant number of restricted shares on behalf of the relevant shareholder to satisfy the payment due pursuant to the claim.

Any permitted disposal during the Restricted Sale Period of the Consideration Shares must be made through Investec (or the Company’s broker from time to time) or with the permission of the Company and in accordance with the reasonable requirements of the Company, with a view to maintaining an orderly market in the Ordinary Shares.

All restricted sale arrangements and orderly market arrangements are subject to certain customary exceptions.

23 E.6 Dilution The Capital Raising Shares will represent approximately 14.3 per cent of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

Following the issue of the Firm Placing Shares to be allotted pursuant to the Firm Placing, Shareholders, regardless of whether they take up their full entitlements under the Open Offer or not, will suffer a dilution of up to approximately 9.1 per cent. of their interests in the Company.

The Consideration Shares will represent approximately 4.1 per cent of the Enlarged Share Capital immediately following Admission of the Consideration Shares.

E.7 Estimated Not applicable. Expenses of, or incidental to, the Capital Raising will be expenses charged paid by the Company. There are no commissions, fees or expenses to to investor be charged to investors by the Company.

24 RISK FACTORS

Any investment in the Company or the New Ordinary Shares is subject to a number of risks. Before investing in the New Ordinary Shares, prospective investors should consider carefully the factors and risks associated with the New Ordinary Shares, the Enlarged Group’s business and the industry in which it operates, together with all other information contained in this document including, in particular, the risk factors described below.

Prospective investors should note that the risks relating to the Group, the IFS Group and (if the Acquisition becomes effective) the Enlarged Group, their businesses and industry and the New Ordinary Shares summarised in the section of this document entitled “Summary” are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the New Ordinary Shares. However, as the risks which the Group and the IFS Group face, and the Enlarged Group will face, relate to events, and depend on circumstances, that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document entitled “Summary” but also, among other things, the risks and uncertainties described below.

The risks and uncertainties described below represent those which the Directors consider to be material as at the date of this document. However, these risks and uncertainties are not the only ones facing the Group, the IFS Group and, if the Acquisition becomes effective, the Enlarged Group. Additional risks and uncertainties not presently known to the Directors, or that the Directors currently consider to be immaterial, may individually or cumulatively also materially and adversely affect their business, results of operations, financial condition and/or prospects. If any or a combination of these risks actually occurs, the business, results of operations, financial condition and/or prospects of the Group, the IFS Group and, if the Acquisition becomes effective, the Enlarged Group could be materially and adversely affected. In such case, the market price of the Ordinary Shares could decline and investors may lose all or part of their investment. Investors should consider carefully whether an investment in the New Ordinary Shares is suitable for them in the light of the information in this document and their personal circumstances.

The following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in New Ordinary Shares and should be used as guidance only. The order in which risks are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm to the Group’s business, prospects, results of operation and financial position.

1 Risks relating to the Group, the IFS Group and, following Completion, the Enlarged Group

A breach of contractual arrangements by the Group, the IFS Group and, following Completion, the Enlarged Group in respect of providing services to clients may give rise to a claim

The Group, the IFS Group and, following Completion, the Enlarged Group administer client structures in accordance with standard terms of business and defined administration agreements (the “Contractual Framework”), which define the services to be delivered and limit the scope of services for the Group is responsible to provide. Whilst the Group, the IFS Group and, following Completion, the Enlarged Group operate robust procedures and processes to ensure services are delivered in accordance with the Contractual Framework, errors or breaches may occur resulting in the invocation of contractual protections and potentially the risk of a claim against the Group, the IFS Group and, following Completion, the Enlarged Group. Examples include the incorrect inputting of bank account details, resulting in interest or bank charges or foreign exchange transposition risks.

The Group, the IFS Group and, following Completion, the Enlarged Group act in a fiduciary capacity which carries specific legal obligations, breach of which may result in a claim and/or regulatory sanction

In common with many similar businesses in the sector the Group, the IFS Group and, following Completion, the Enlarged Group act in a fiduciary capacity on client structures. This can involve providing trustee services and/or acting as directors on multiple administered entities across multiple asset classes where responsibility for decision making is assumed. In the context of each such structure, undertaking a fiduciary

25 role carries specific legal obligations, a breach of which may give rise to a claim against the Group, the IFS Group and, following Completion, the Enlarged Group and their employees, and/or regulatory sanction. The Group, the IFS Group and, following Completion, the Enlarged Group operate procedures and processes that have been developed to address the risks associated with the delivery of fiduciary services, and the standard terms of business of the Group, the IFS Group and, following Completion, the Enlarged Group attempt to cap liability except in cases of fraud, or in respect of any other liability which cannot lawfully be excluded. Furthermore, defence against claims or any settlement of a claim may be covered by professional indemnity insurance (“PII cover”) up to the limit of the policy. However, a successful claim in excess of, or not covered by, the Group’s PII cover may have a material adverse effect on the Group, the IFS Group and, following Completion, the Enlarged Group’s business, results of operations or financial condition. In this regard, there is a risk that the Group, the IFS Group and, following Completion, the Enlarged Group’s PII cover is not of a sufficient level or scope to protect the Group against a large potential claim that may arise. Furthermore, the Group, the IFS Group and, following Completion, the Enlarged Group may be unable to obtain PII cover in the future on acceptable terms, or without substantial premium increases, particularly if there is deterioration in its claims experience history.

Any litigation against the Group, the IFS Group and, following Completion, the Enlarged Group may be costly to defend and have an adverse effect

The Group has taken, and intends to continue to take, such precautions as it considers appropriate to avoid or minimise the likelihood of any legal proceedings or claims, or any resulting financial loss to the Group, the Directors cannot preclude the possibility of litigation being brought against the Group and, following Completion, the Enlarged Group. There can be no assurance that claimants in any litigation proceedings will not be able to devote substantially greater financial resources to any litigation proceedings or that the Group and, following Completion, the Enlarged Group will prevail in any such litigation. Any litigation, whether or not determined in the Group's and, following Completion, the Enlarged Group’s favour or settled by the Group and, following Completion, the Enlarged Group, and notwithstanding the PII cover maintained by the Group and, following Completion, the Enlarged Group to meet claims, may be costly and may divert the efforts and attention of the Group's and, following Completion, the Enlarged Group’s management and other personnel from normal business operations and may have a material and adverse effect on the Group and, following Completion, the Enlarged Group.

There is pending litigation against IFS by a group of investors of its client for alleged misrepresentation and fraud. The Group have a capped indemnity in the Acquisition Agreement (capped at the total consideration payable) for any losses incurred as a result of this litigation, which are not recoverable under certain insurance policies. Further details are set out in the litigation section in Part XV (Additional Information). If the litigation is decided against IFS, there may be reputational risks against IFS and, following Completion, the Enlarged Group.

Employee errors, poor employee performance or misconduct may be difficult to detect and deter

The Group's, the IFS Group's and, following Completion, the Enlarged Group’s clients are engaged in complex activities involving financial instruments and multi-jurisdictional structures. Whilst the employees are trained and experienced in providing services relating to such activities and deliver services within a procedural environment designed and tested to prevent errors, this complexity increases the likelihood of employees making errors. Errors could include, among other things, incorrectly processing client information or incorrect processing of payments. Staff are required to exercise their judgement in the course of providing services to clients and this too may result in errors. Employee errors could subject the Group, the IFS Group and, following Completion, the Enlarged Group to financial losses and/or regulatory sanctions and, in the case of negligence, fraud and wilful misconduct, seriously harm the reputation of the Group, the IFS Group and, following Completion, the Enlarged Group with existing and prospective clients.

Misconduct or negligence by employees could include engaging in unauthorised or improper transactions or activities on behalf of clients or the Group, the IFS Group and, following Completion, the Enlarged Group, or improperly using confidential information. Although the Group, the IFS Group and, following Completion, the Enlarged Group operates robust procedures based on four or six eye principles, which dictate that at least two employees must review and approve key decisions and transactions, any errors or fraud may be difficult to prevent or detect, and the Group, the IFS Group and, following Completion, the Enlarged Group may not be able to recover the losses caused by these activities. In addition, errors, poor employee

26 performance or fraud may expose the Group and/or its clients to financial losses (which may not be covered by the Group, the IFS Group and, following Completion, the Enlarged Group's PII cover) and/or regulatory sanctions. This may expose the Group to claims from clients and damage the Group’s reputation with existing and prospective clients, and therefore have a material adverse effect on the Group, the IFS Group and, following Completion, the Enlarged Group.

Individual business divisions may be susceptible to fluctuations in performance

The operating businesses of the Group and, following Completion, the Enlarged Group focus on specific asset classes and markets, any of which may underperform or overperform relative to the others and to past performance. A significant downturn in one of the Group’s operating divisions may not be outweighed by a corresponding outperformance in one or more of the Group’s other divisions in order to meet the Group’s financial performance expectations. Individual business divisions are susceptible to fluctuations in performance driven by, among other things, macroeconomic factors, changing regulatory obligations, changing taxation legislation, and shifts in client preferences and demands. The existence of one, or a combination of, these factors in one or more of the Group’s divisions would have a negative impact on the Group’s and, following Completion, the Enlarged Group's ability to deliver expected growth rates and financial performance, whilst placing a burden on the rest of the Group to outperform, which may cause the Group to redefine its risk appetite to counter this.

Any adverse change in the legal or regulatory environment of a jurisdiction may have an adverse impact on the operating results of the Group, the IFS Group and, following Completion, the Enlarged Group or the ability to achieve growth in those jurisdictions

The Group and, following Completion, the Enlarged Group offers services in a range of regulated and unregulated jurisdictions and relies in some cases on central support to meet local regulatory barriers to entry. All new operations in these jurisdictions are required to implement centrally approved procedures but as new locations are established, there is a risk that the culture and processes applied by the Group may not be immediately embedded within the new location which could result in, for example, unapproved client take-on or regulatory breaches. In addition, further global expansion of the Group, the IFS Group and, following Completion, the Enlarged Group’s operations may lead to operational difficulties in central oversight of the regional offices.

Any adverse change in the legal or regulatory environment may adversely impact the Group, the IFS Group and, following Completion, the Enlarged Group’s operating results or ability to achieve growth in those jurisdictions. If regulatory or tax authorities change their policy or policy approach in a jurisdiction in which the Group, the IFS Group and, following Completion, the Enlarged Group operate, clients may withdraw or reduce the exposure of their structures and entities to such jurisdiction. It is possible that the Group may exit a jurisdiction in the context of reduced or eliminated demand for their services, which could have significant costs, and restrict the pool of structures within the Group and, following Completion, the Enlarged Group’s chosen asset class focus. As such, there could be a significant cost impact to the Group and, following Completion, the Enlarged Group and its clients in the form of, amongst other things, increased regulatory burden and increased taxation costs, leading to reduced profitability. In particular, Mauritius has been a popular jurisdiction for investment into India and the tax treaty between Mauritius and India was revised in April 2016 with the newly agreed treaty taking effect from April 2017. One change in the new treaty will mean that whereas currently Mauritius-based companies are exempt from capital gains tax on Indian investments, from April 2017, Mauritius-based investors in unlisted Indian equity will no longer be exempt from standard capital gains tax. Such a change in tax regulation could impact the demand for companies to incorporate in Mauritius in order to invest into unlisted equity investments in India. Despite this change having been clear to the market since April 2016, IFS has continued to trade in line with the management’s expectations for 2016, however, there can be no certainty that the impact of such a change in tax regulation will not impact financial performance of existing IFS funds in future periods or the future demand for investment being made into India through Mauritius entities.

Global macro-economic changes have meant that emerging markets play an increasingly important role in determining potential acquisition targets for the Group. The Money Laundering, Bribery and Corruption and Conflicts of Interests risks associated with such markets are in general more significant than the established Western markets and therefore development of the business in these regions exposes the Group to raised potential risk. This could take the form of increasing the cost of the client take-on process

27 in order to mitigate these risks or in fact putting the Group at a competitive disadvantage if it chooses to maintain a higher standard of compliance than that prescribed by the regulations in such markets. Furthermore, the increasing importance of such jurisdictions could result in a shift in the risk profile of the Group, the IFS Group and, following Completion, the Enlarged Group’s client base, increasing the risk of regulatory damage.

Currency fluctuations may have a material adverse effect on the Group's and, following Completion, the Enlarged Group’s results

Conducting business across multiple jurisdictions may also expose the Group and, following Completion, the Enlarged Group to financial risks associated with fluctuations in exchange rates, primarily between pounds sterling, euro, US dollar and the Mauritian rupees. Whilst the Group hedges its exposure by matching local expense invoices against income received in the same local currencies in most jurisdictions, exchange rate fluctuations could have a material adverse effect on the translation of profits earned in euros or US dollar to sterling particularly for the Enlarged Group where IFS' revenue is billed in US dollars and most costs are in Mauritian rupees. The Group and, following Completion, the Enlarged Group may not be able to compensate for, or hedge against, such adverse effects and therefore adverse exchange rate movements may have a material adverse effect on the business, results of operations or financial condition of the Group and, following Completion, the Enlarged Group.

Increased competition and price pressure in the market may have a material adverse effect on the Group, the IFS Group and, following Completion, the Enlarged Group

The Group, the IFS Group and, following Completion, the Enlarged Group may face increased competition and price pressure in the markets and jurisdictions in which it operates. While the Group, the IFS Group and, following Completion, the Enlarged Group does not focus on price as its primary means of competition, the Group recognises that price is an important competitive factor for its business. The Group’s competitors may seek to compete aggressively on price in order to protect or gain market share. To the extent that the Group matches or exceeds any reduction in price by its competitors, its business, financial conditions and results of operations may be materially and adversely affected. In addition, to the extent that the Group does not match or remain within a competitive margin of its competitors’ pricing, or if the Group otherwise seeks to implement price increases, the Group may lose market share and experience a decline in revenue, which may materially and adversely affect the Group’s business, financial conditions and results of operations. Factors outside of the Group’s control, including adverse economic conditions or political developments, may also adversely affect the Group’s pricing strategy. Pricing issues may also arise as the Group enters new markets which may be more price sensitive, resulting in an erosion of margin or an inability to grow the business as anticipated.

The Group and the IFS Group operate and, following Completion, the Enlarged Group will operate in emerging markets in Asia (including India) and Africa, which present unique risks that are not associated with more developed markets.

Operating in emerging markets may present additional risks than more developed markets because they tend to develop unevenly and may never fully develop. These risks may include significant price volatility, restrictions on foreign investment and possible repatriation of investment income and capital. Economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalisation or the creation of government monopolies. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies of certain emerging and less developed countries. The enhanced risks related to emerging markets may impact the attractiveness of such jurisdictions for investors and have an adverse effect on the results of operations, financial condition and growth prospects of the Group, the IFS Group, and following Completion, the Enlarged Group.

The Group and the IFS Group service and, upon Completion, the Enlarged Group will service clients, a small number of whom many be considered significant.

The Group and the IFS Group service and, upon Completion, the Enlarged Group will service its clients across a range of different products and service lines and often across multiple jurisdictions. The Group will also usually provide services to multiple structures within a single client group. When aggregating the total revenues the Group invoices and, upon Completion, the Enlarged Group will invoice by ultimate parent

28 group, a small number of clients may be considered to be significant. As a result of this concentration of revenue, should certain key client groups seek to reduce their demand for the services of the Group or, upon Completion, the Enlarged Group, or use another provider altogether, the Group’s or, upon Completion, the Enlarged Group's business, financial condition and results of operations may be adversely affected.

The variable fee model the Group employs and, following Completion, the Enlarged Group will employ may reduce expected revenue

The Group charges and, following Completion, the Enlarged Group will charge its clients based on a mix of contractually fixed and variable fees. The exact proportion of variable fees is different across divisions and jurisdictions depending on client preferences and sector norms. Certain clients, sectors and jurisdictions may experience lower than expected activity levels on a given structure, or in the case of structures where charging is based on a percentage of assets under management, any downward movement on the assets under agent management, may significantly reduce expected revenue from existing structures and impact the Group’s and, following Completion, the Enlarged Group's financial results.

The loss of key personnel and ability to attract skilled and qualified employees may negatively impact the Group's, the IFS Group's and, following Completion, the Enlarged Group's relationships with clients

The Group, the IFS Group and, following Completion, the Enlarged Group are dependent upon key senior management personnel who have extensive experience and knowledge of the Group, the Group’s markets, product offering, client base and administered structures. The successful implementation of the Group’s strategy depends on the continuing availability of senior management and the Group’s ability to attract, motivate and retain other highly qualified employees and to recruit and retain high quality young people into its graduate trainee programme.

If members of the Group's, the IFS Group's or, following Completion, the Enlarged Group's senior management depart, the Group, the IFS Group and, following Completion, the Enlarged Group may not be able to find effective replacements in a timely manner, or at all, and the Group's, the IFS Group's and, following Completion, the Enlarged Group's business may be disrupted or damaged. While the Group conducts an annual assessment of remuneration packages to ensure market position is maintained, there can be no guarantee that the Enlarged Group’s business model, strategy and remuneration packages will remain effective in securing applications (and subsequently acceptances of employment) from a high calibre of candidates in all the jurisdictions in which the Enlarged Group operates. This could diminish the quality of the services that the Enlarged Group is able to provide to its clients.

Furthermore there can be no assurance as to the continued service of existing key personnel beyond the terms of their existing service agreements, and the departure of key personnel from the Group, the IFS Group and, following Completion, the Enlarged Group without adequate replacement may have a material and adverse effect on the Group’s performance. There is no guarantee that senior management and key staff will remain with the Enlarged Group. This could negatively impact the Enlarged Group’s ability to retain existing clients and structures. In particular, the loss of key members of senior management and other skilled personnel could have a material adverse effect on the Enlarged Group’s competitive position and threaten its relationship with existing clients on whom a significant proportion of the Group’s growth strategy is reliant. Even if the Enlarged Group’s ability to retain existing clients was not affected, the loss of key employees could restrict the Enlarged Group’s potential to capture additional work from such clients and therefore impact upon the Enlarged Group’s targets and revenues. Additionally, growth aspirations in certain jurisdictions may be curtailed by limitations on the employment pool, a risk that may become more acute as the Enlarged Group grows in scale.

The Group's, the IFS Group's and, following Completion, the Enlarged Group’s margins and profitability may be damaged by salary inflation

Approximately 65 per cent. of the Group’s costs for the year ended 31 December 2015 (31 December 2014: 69 per cent.), consisting of direct costs and operating expenses as described in Part IX (Historical Financial Information Relating to the Group), relate to salary and payroll costs and therefore managing staff costs is a fundamental aspect of the Group’s ability to maintain margins and levels of profitability. Salary

29 inflation could be caused by a number of internal and external factors, such as macroeconomic conditions, changes to national immigration policies, or changes and/or introductions of minimum pay regulations in the jurisdictions in which the Group, the IFS Group and, following Completion, the Enlarged Group operate. As the Group's, the IFS Group's and, following Completion, the Enlarged Group’s highest cost, an increase in labour costs could threaten the Enlarged Group’s margins and profitability. A failure to increase staff pay in line with the Enlarged Group’s competitors could restrict the ability to attract new staff and retain existing staff, which could impact the quality of the services the Group provides to clients. The risk of salary inflation is particularly important in the context of the Group’s growth strategy, which may require additional headcount. The Enlarged Group’s expansion and development could be hampered by any staff shortage and the quality of its services may be adversely affected.

As the Group grows in emerging markets, the new locations are going to provide access to new labour pools. However, the risk of salary inflation is founded on the very fact that these markets are emerging, which could eradicate the salary arbitrage and may mean that in a short time frame, the new labour pool is no longer considered low cost.

The Group and, following Completion, the Enlarged Group may not be able to maintain both organic and inorganic historical growth rates, which may have a material adverse effect on the business of the Group and, following Completion, the Enlarged Group

The Group has experienced rapid growth over the last three years. Continued growth will require continued investment across all of the Enlarged Group's jurisdictions in personnel, facilities, information technology infrastructure, and financial and management systems and controls. The Enlarged Group may not be successful in implementing all of the processes and adding all of the additional facilities and other resources that are necessary.

The failure of one or more of the Enlarged Group’s larger clients, or failure to attract new clients and/or to undertake further inorganic growth, could represent a potential limitation on the Group’s ability to meet its growth targets and adversely impact on the Group’s results of operation or financial condition. Failure to make or to implement necessary expansion and upgrades of the Group’s systems and infrastructure in a timely manner whilst maintaining client service levels could cause a loss of clients or a reduction in the rate of growth of the Group’s client base. Further, unless growth results in an increase in revenues that is proportionate to the increase in costs associated with this growth, operating margins and profitability would be adversely affected. In addition, the IFS Group has delivered little or no profit growth in the three years ended 31 December 2015 and if the Enlarged Group is unable to generate growth post completion, this could result in a significant drag on the Enlarged Group's blended growth rate. In each case, this may have a material adverse effect on the Group’s business.

Failure to maintain and develop existing client relationships may impact the Group's and, following Completion, the Enlarged Group's competitive position

A significant proportion of the Group’s organic growth is derived from taking on new structures from the existing client base. Whilst the Group attempts to capture more of the spend of existing clients, there can be no guarantee that existing client relationships will continue to grow or that key clients will not choose to move the servicing of their existing structures to a competitor. The failure to retain contracts and structures with existing clients or gain increased revenue from these clients as they create new structures may impact the Group's and, following Completion, the Enlarged Group’s competitive position and growth prospects.

The Group's and, following Completion, the Enlarged Group's ability to continue winning new clients depends on referral through onshore and offshore advisers

Whereas some of the Group’s competitors have traditionally relied upon new work referrals from their parent company (often a banking group) or an affiliated law firm, as an independent company, the Group has pursued a strategy of generating referrals through a variety of onshore and offshore advisers with whom it has been able to build relationships. The Group is reliant on these relationships to win the new work component of its growth targets. If the Group and, following Completion, the Enlarged Group is unable to sustain these relationships, this could have a material adverse effect on the Group’s business, results of operations or financial condition.

30 The Group, the IFS Group and, following Completion, the Enlarged Group are dependent on their reputation and any damage to their reputation may have a material adverse effect on their financial condition

The Group’s reputation is key to its future success in terms of the services it provides, the way in which it conducts its business, its regulatory status, its ability to attract and retain key staff and the financial results it achieves. Failure to meet the expectations of its clients, employees, regulators, intermediaries and Shareholders may have a material adverse effect on the Group’s reputation. Any damage to the Group’s reputation from this or from any negative publicity surrounding the Group, its prospects or its competitive position may have harmful impact on the Group’s ability to win new work, on the Group’s ability to maintain existing client relationships and contracts, and on the Group’s attempts to retain key staff or attract new staff. Therefore, any damage to the Group’s reputation could have a material adverse effect on the Group’s business, results of operations and financial condition.

The Group's acquisition strategy may give rise to execution and inherent integration risks

The Group’s overall growth strategy has acquisitive growth at its core in order to continue to build operational scale in key markets. Notwithstanding the fragmented nature of the markets in which the Group operates, there is no guarantee that the Group and, following Completion, the Enlarged Group will succeed in identifying suitable acquisition opportunities in the future, or that they will be capable of being executed on advantageous terms, or at all.

Acquisitions give rise to inherent execution and integration risk. The process of integration may produce unforeseen operating difficulties and expenditures and may absorb significant attention of the Group's and, following Completion, the Enlarged Group’s management that would otherwise be available for the ongoing development and management of the existing business. In addition, acquisitions also involve a number of other risks including unforeseen liabilities, difficulties in realising costs or revenues, loss of key employees and client relationship issues. Accordingly, the Group and, following Completion, the Enlarged Group may not obtain the intended benefits from any acquisitions that the Group and, following Completion, the Enlarged Group may pursue in the future.

Failure to protect the Group and, following Completion, the Enlarged Group adequately from losses resulting from acquisitions, including losses resulting from the unsuccessful integration of future acquisitions, could damage the Group’s reputation and brand, and could have an adverse effect on the Group's and, following Completion, the Enlarged Group’s business, financial condition and results of operations. Furthermore, the Group's and, following Completion, the Enlarged Group’s acquisition strategy and costs of integrating acquired businesses or portfolios of contracts may involve capital outlays that could impact the financial position and funding structure of the Group and, following Completion, the Enlarged Group, as well as having an effect on the ability to finance its long-term working capital requirements.

The Group's and, following Completion, the Enlarged Group's transfer pricing policies could be challenged which may result in higher tax rates

Under the Group’s current transfer pricing policies, management fees are paid to the Company from its subsidiaries, a consequence of which is that the majority of the Group’s profits are recorded in Jersey. Whilst the vast majority of the Group’s employees and operations are based in Jersey, the existing transfer pricing policies operating within the Group and, following Completion, the Enlarged Group could be challenged and lead to the application of new transfer pricing provisions. This may result in higher tax rates for the Group and, following Completion, the Enlarged Group than would otherwise be the case, and/ or claims from national tax bodies for the historic payment of tax in certain regions. This in turn could cause a stream of the Group and, following Completion, the Enlarged Group’s profits to be subject to taxation in multiple jurisdictions.

Future growth and geographic expansion is likely to bring a greater proportion of the Group's and, following Completion, the Enlarged Group’s profits into the scope of higher tax rate jurisdictions, increasing the overall effective tax rate of the Group and, following Completion, the Enlarged Group and increasing the risk to the Group and, following Completion, the Enlarged Group from any challenge to its transfer pricing policies.

31 The Group is and, following Completion, the Enlarged Group will be heavily dependent on its computer systems and any loss of operational capability or disruption to the systems may have a material adverse impact on the delivery of services

The Group employs and, following Completion, the Enlarged Group will employ multiple computer and communications systems in support of its operations. In Europe, these are resident on a centralised infrastructure in Jersey and Guernsey, under the control of a dedicated technology support team and supported by vendor service and support contracts. Recent acquisitions have brought with them additional infrastructure based in South Africa, New York and Serbia, which currently operate in separate environments, meeting the requirements of those jurisdiction specifically. However, all business systems and their associated data are hosted on high availability back end infrastructure duplicated across data centres, which are themselves subject to formal change control processes.

As with all computer and communication systems that can be subject to failure or performance degradation, the design of the core infrastructure (including data replication and back up protocols) is such that no application, database or repository is at risk of a single point of failure. Data is backed up periodically with last known good positions being replicated at the end of day between sites and there is a formal back-up retention policy in place.

The Group is and, following Completion, the Enlarged Group will be heavily dependent on the capacity and reliability of the computer and communication systems that support its operations. A large part of services are delivered through electronic means, including via public and private communications networks. These computer and communications systems and networks can be subject to performance degradation or failure for reasons within or outside the control of the direct suppliers and, where foreseeable, can be mitigated by the Group’s business and, following Completion, the Enlarged Group's business continuity protocols which can be tested only against identifiable scenarios. However, cyber-attacks, such as denial- of-service attacks, or other breaches of network or IT security, natural disasters, malicious human acts, telecommunications failures, power outages, terrorist acts or acts of war may cause equipment failures or disrupt the Group’s and, following completion, the Enlarged Group’s systems and operations.

Any loss of operational capability or disruption of the computer and communication systems on which the Group and, following Completion, the Enlarged Group relies could have a material adverse effect on its ability to deliver services to clients and may lead to direct or indirect financial losses, loss of clients, claims from clients and regulatory investigation and sanctions, any of which, individually or collectively, could have a negative effect on the Group’s and, following Completion, the Enlarged Group's reputation, business, results of operations and financial condition.

The secure management and transmission of confidential client data is integral to service delivery. Substantial or ongoing security breaches, whether instigated internally or externally on the Group’s and, following completion, the Enlarged Group’s systems or other internet-based systems, could significantly harm the Group’s and, following completion, the Enlarged Group’s business and operations, including its relations with its clients. Networks may be vulnerable for unauthorised access, computer viruses and other security breaches. Third parties who circumvent security measures could wrongfully use Group and, following Completion, Enlarged Group or client confidential data or cause interruptions or malfunctions in operations. An increasing demand from clients to directly access systems in order to view and interrogate confidential data has the potential to increase exposure to any vulnerabilities in the security model. Notwithstanding the investments made by the Group and its service providers to protect against security breaches, it may not be possible to implement security measures that protect against all security risks. Failure to improve the Group’s and, following completion, the Enlarged Group’s standards or a substantial data breach in any of its businesses, or in the systems of third parties upon which the Group and, following completion, the Enlarged Group relies, could expose it to a risk of loss or litigation and possible liability that could significantly harm its business.

A breach of confidentiality either by the actions of a member of staff or as a result of unauthorised access could result in claims against the Group or, following Completion, the Enlarged Group from both clients and regulatory bodies and / or result in the Group having to pay damages which could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group's business, results of operations, financial condition and reputation, causing clients and potential clients to lose confidence in its security, which would have a negative effect on the value of its brand and the demand for its services.

32 The compliance procedures of the Group, the IFS Group and, following Completion, the Enlarged Group might be not be effective or rigorously adhered to

The ability of the Group, the IFS Group and, following Completion the Enlarged Group to comply with applicable laws and regulations governing service delivery is largely dependent on their compliance and reporting systems, the ongoing training of staff, and the ability to attract and retain qualified compliance personnel. Whilst the Group does, and will, continue to take steps to establish and maintain adequate systems and controls, should the Group and, following Completion, the Enlarged Group fail to effectively maintain and adhere to these compliance procedures or fail to attract and retain qualified personnel, it will increase the likelihood that the Group and, following Completion, the Enlarged Group becomes subject to litigation from clients and investors in the Group's and, following Completion, the Enlarged Group's clients and investigations by regulatory agencies. In addition, these compliance procedures may not solely be adequate to detect errors or defaults.

The Company incurs costs as a listed company and its management team is required to devote substantial time to compliance matters

As a listed company, the Group incurs certain legal, accounting and other expenses, including the costs of recruiting and retaining non-executive directors, and the costs resulting from public company reporting obligations and complying with corporate governance related rules and regulations. The Group’s management and other employees need to devote a substantial amount of time to ensure that the Group complies with, and continues to comply with, all of these requirements. These reporting requirements, rules and regulations increase the Group’s legal and financial compliance costs and make some activities more time-consuming and costly.

2 Risks relating to the industry in which the Group, the IFS Group and, following Completion, the Enlarged Group operate

Regulatory changes may increase the compliance costs of the Group, the IFS Group and, following Completion, the Enlarged Group and may affect profitability

The Group has chosen to deliver fiduciary and administration services principally from regulated financial centres. Although the Directors believe that there are benefits to this strategy, including business reputation, acceptability for institutional clients and barriers to entry for less well-structured competitors, there are also risks to the business associated with regulatory breach and the impact of regulatory change including the cost of assimilation and possible structure redundancy. The regulatory risks to the Group, the IFS Group and, following Completion, the Enlarged Group cover both regulations that they have to comply with and also those regulations that their clients are required to adhere to. Any change in the laws and regulations governing the Group's, the IFS Group's and, following Completion, the Enlarged Group’s business or the operations of clients, or in the interpretation of these by the regulatory bodies in the jurisdictions in which the Group, the IFS Group and, following Completion, the Enlarged Group and their clients operate, could negatively impact the products and services which the Group, the IFS Group and, following Completion, the Enlarged Group are able to offer or could impact the demand for such products and services from the Group’s clients. Regulatory change could increase the regulatory compliance costs of the Group, the IFS Group and, following Completion, the Enlarged Group which may reduce their margins. Whilst regulatory change is a key driver of the Group's, the IFS Group's and, following Completion, the Enlarged Group business and can raise barriers to entry and impact competition, such change could also have an adverse effect on the results of operations, financial condition and growth prospects of the Group, the IFS Group and, following Completion, the Enlarged Group.

Changes to government policy and international tax regulations may increase the regulatory burden of the Group, the IFS Group and, following Completion, the Enlarged Group

The industry in which the Group, the IFS Group and, following Completion, the Enlarged Group operate, is susceptible to changes to government policy and approach regarding international tax regulations which could cause certain asset classes to lose favour with clients and investors. In these circumstances, demand for the services of the Group, the IFS Group and, following Completion, the Enlarged Group may be reduced or there may be a significant increase in the regulatory or litigation burden and risk of the Group, the IFS Group and, following Completion, the Enlarged Group.

33 The uncertainty regarding the UK’s membership of the European Union may have a material adverse effect on the Group's and, following Completion, the Enlarged Group's business prospects

On 23 June 2016, UK citizens voted in favour of the UK leaving the EU. The implications of this decision, together with the exact timing for the triggering by the UK government of a formal process for negotiating the UK’s exit from the EU with other EU member states and the outcome of such negotiations, are not known as at the date of this document.

The Group accordingly faces and, following Completion, the Enlarged Group will face a period of prolonged uncertainty regarding aspects of the UK economy including the possibility of a period of recession, together with other risks which could materially and adversely affect the legal, operational, regulatory, insurance and tax regime(s) to which the Group is currently subject.

The effect of these risks could also be to increase compliance and operating costs whilst restricting the movement of its capital and the mobility of its personnel. The uncertainty created by the outcome of the referendum may also lead to heightened levels of market volatility both in the UK and globally. Any of these risks, taken singularly or in aggregate, could have a material adverse effect on the Group’s and, following Completion, the Enlarged Group’s business, financial position and results of operations.

The Group and, following Completion, the Enlarged Group may be subject to an increased cost of assimilation as it enters new jurisdictions

The environment of evolving and expanding regulation represents a future cost associated with the identification of changes and procedural assimilation of control processes. This cost increases as the Group enters additional jurisdictions. It is not possible to predict the future impact of possible changes.

The redundancy of any previously legitimate structures may have a material impact on the Group's and, following Completion, the Enlarged Group's business

Regulatory change or political initiatives to protect fiscal revenues can render previously legitimate structures either uneconomic, unpalatable or illegal. Any significant adverse changes not limited to a specific business area could have a material impact upon the Group’s and, following Completion, the Enlarged Group's business.

A regulatory breach by the Group, the IFS Group and, following Completion, the Enlarged Group may adversely affect its reputation and business

If a regulated business fails to comply with any applicable laws, rules or regulations in the ruling territory, that business may be subject to investigation, censure (which may take the form of both private warnings and public censures), fines, cease-and-desist orders, suspension of business, suspensions of personnel or other sanctions including revocation or variation of licences and/or registrations with the respective regulatory agencies, criminal penalties and civil lawsuits. In addition regulatory approval may be required prior to any expansion of business activities either within an existing jurisdiction or into a new jurisdiction, or prior to a Shareholder taking a controlling position in the Group, the IFS Group and, following Completion, the Enlarged Group. Such regulatory sanctions may have a material adverse effect on the Group's, the IFS Group's and, following Completion, the Enlarged Group's ability to retain existing clients and key staff and to deliver services due under existing agreements. Losing its regulatory licence or having variations to its licence or other regulatory sanctions imposed on it as a result of regulatory breach would negatively impact the Group’s reputation, business, results of operations and financial condition.

As the Group operates and, following Completion, the Enlarged Group will operate in certain regulated jurisdictions, it is required to comply with any capital adequacy requirements set by the regulators. The Directors believe that the Group has monitoring and control procedures in order to manage the Group’s liquidity position and capital adequacy requirements. The Directors believe that these have been, and remain, adequate to mitigate this risk to the extent possible.

It is possible that the regulators could in the future seek to amend the capital adequacy or liquidity requirements. In this event, there is a risk that the Group may not meet any such revised requirements.

34 Reputational damage suffered by a closely connected client of the Group, the IFS Group and, following Completion, the Enlarged Group may vicariously adversely affect the reputation of the Group, the IFS Group and, following Completion, the Enlarged Group

It is in the nature of providing fiduciary and outsourced administration services to entities which are closely connected to clients either in name or through ownership that the structures under the governance of the service provider, and as such the reputation of the service provider itself, can be affected by the independent actions of the client. This potential exposure has increased with the global flow of information via the internet and social media through which adverse comments, whether substantiated or not, can reach a wide audience very quickly and without appropriate balance or context.

Robust client acceptance procedures mitigate the risk of client actions resulting in such reputational damage, but service providers are unable to control unsubstantiated adverse comments and this represents a growing risk to the industry, in terms of reputational damage and the costs of representation. Any negative publicity, particularly that caused by fraudulent behaviour or misconduct, surrounding the Group’s client base could, in turn, damage the Group’s own reputation, its ability to meet growth targets and its business and financial condition.

A change in macro-economic factors that results in worsened economic conditions would adversely affect demand for the services of the Group, the IFS Group and, following Completion, the Enlarged Group

As a service industry, the fiduciary and administration services sector is dependent upon continued commercial activity by existing and potential clients. The Group’s financial performance is therefore impacted by macro-economic factors such as GDP, interest rate fluctuations, inflation rates, availability of credit, equity market conditions, consumer confidence, unemployment rates and changes in fiscal and monetary policy globally. A deterioration in the economic conditions in the markets in which the Group operates, both directly and indirectly, would adversely affect demand for the services of the Group, the IFS Group and, following Completion, the Enlarged Group and as such, their financial condition, operations and business prospects. During periods of recession, client activity tends to be suppressed with activity within existing structures and the establishment of new structures slowing. Furthermore in situations where fees are charged on an ad valorem basis, declining portfolio values can also have a direct impact on fee levels.

The diversity of the Group’s and, following Completion, the Enlarged Group operations and the business/ asset specialisms developed provides a degree of insulation from such macro-economic factors, particularly with the emergence of specialist asset classes which offer investment opportunities during recessionary periods. Nevertheless the Group's, the IFS Group's and, following Completion, the Enlarged Group’s business, results of operations or financial condition are linked to wider macro-economic factors and renewed global recession could have an adverse impact on the Group, the IFS Group and, following Completion, the Enlarged Group.

The success of the Group's, the IFS Group's and, following Completion, the Enlarged Group’s business depends in part on its ability to identify and respond to evolving macro-economic and sector trends in demographics and client preferences. Failure to identify or effectively respond to changing requirements and preferences of its client base could adversely affect the Group's, the IFS Group's and, following Completion, the Enlarged Group’s business.

A breach of anti-money laundering and bribery and corruption laws may have a negative impact on the reputation and business of the Group, the IFS Group and, following Completion, the Enlarged Group

The Group, the IFS Group and, following Completion, the Enlarged Group are subject to anti-money laundering and bribery and corruption laws (“ABC laws”), which govern the conduct of all client business and the operations of the Group, the IFS Group and, following Completion, the Enlarged Group. In accordance with regulated status of the Group, the IFS Group and, following Completion, the Enlarged Group, there is a requirement to operate and test robust procedures to assure compliance with applicable ABC laws in each relevant jurisdiction. Notwithstanding the continued operation of such procedures by the Group, the IFS Group and, following Completion, the Enlarged Group, there remains the risk that through the failure of the Group's, the IFS Group's and, following Completion, the Enlarged Group’s control

35 framework, the illegal actions of a client or other party, or employee fraud or negligence, the Group might handle the proceeds of crime or that a structure administered by the Group, the IFS Group and, following Completion, the Enlarged Group might be used in layering or integrating the proceeds of crime.

The consequences of being found guilty of an offence under ABC laws include fines, cease-and-desist orders and imprisonment (for individuals) or censure, fines, cease-and-desist orders, suspension of business or other sanctions including revocation of licences and/or registrations with the respective regulatory agencies, criminal penalties and civil lawsuits (for companies). The direct and indirect impact of such proceedings could have a material adverse effect on the reputation, business, results of operations and/or financial condition of the Group, the IFS Group and, following Completion, the Enlarged Group.

A staff member committing fraud by transferring client assets may leave the Group, the IFS Group and, following Completion, the Enlarged Group vulnerable to claims by the client and regulatory sanctions

The provision of fiduciary and administration services will generally necessitate the service provider having control over client assets such as bank accounts and registered investments. Although the Group operates robust procedures to control the transfer of client assets, based on four or six eyes principles only permitting senior employees to authorise transfers, such controls cannot eliminate the risk of internal fraud committed by a member of staff and the Group is at risk of such conduct.

Measures taken by the Group to verify the probity and integrity of all staff on joining the business mitigate this risk, but in the event that a staff member commits fraud by transferring client assets without authority the Group would be exposed to claims by the client and possible regulatory sanctions which could have material financial implications and adversely affect the reputation of the Group.

The competitive nature of the industry may challenge the status of the Group, the IFS Group and, following Completion, the Enlarged Group with clients and employees

The Group, the IFS Group and, following Completion, the Enlarged Group operate in the fiduciary services industry which is well developed and highly competitive. The Group has a number of direct competitors in its respective locations of operation and across the key business areas.

The strategy of the Group has been to focus on high value-added services delivered across a broad range of business areas and jurisdictions. There is a risk that competitors may adopt aggressive pricing models to gain market share or develop attractive competitive offerings which may challenge the Group’s status with clients and staff.

Competitors might present a further risk if the Group, the IFS Group and, following Completion, the Enlarged Group fail to innovate and invest in appropriate systems. If the Group, the IFS Group and, following Completion, the Enlarged Group are unable to innovate sufficiently to meet the expectations of clients and other stakeholders, then they may fall behind key competitors.

Whilst the Directors believe that the Group has and continues to develop a strong business proposition in its chosen jurisdictions, there are no assurances that the strength of the Group’s competitors will not improve or that the Group will win new mandates or retain existing client relationships.

Consolidation in the fiduciary services industry may increase the level of competition in the market

The fiduciary services industry may undergo a period of consolidation and the Group’s current and potential competitors may pursue strategic acquisitions to enable them to penetrate the market the Group currently occupies and to acquire market share at the Group’s expense. Existing and/or increased competition could adversely affect the Group’s market share and/or force the Group to consider price reductions which could have a material adverse effect on the Group’s business, results of operations or financial condition. The inability of the Group to maintain its competitiveness may also have a material adverse effect on the Group’s business, results of operations or financial condition.

36 Consolidation in the end markets in which the Group and, following Completion, the Enlarged Group operates may reduce the Group's and, following Completion, the Enlarged Group's potential client base and revenue

The end markets in which the Group and, following Completion, the Enlarged Group operates may undergo a period of consolidation. Such consolidation could limit the Group’s and, following Completion, the Enlarged Group's potential client base and thereby reduce the Group’s revenues. Such consolidations could also create larger end-market clients that have increased bargaining power in negotiations for new contracts, possibly including the ability to demand more beneficial pricing terms, which may have a material adverse effect on the business, results of operations or financial condition of the Group and, following Completion, the Enlarged Group.

A reversal of the trend towards higher levels of outsourcing from the Group’s and, following Completion, the Enlarged Group's existing and target clients could have a negative impact on the Group's and, following Completion, the Enlarged Group's business

The trend towards higher levels of outsourcing seems to continue amongst the Group’s and, following Completion, the Enlarged Group's existing and target clients, driven by increasing regulatory requirements and differentiation, increasing transparency requirements, and growing demand for international structures. Nonetheless, there is a risk that the Group’s and, following Completion, the Enlarged Group's existing and target clients seek to reverse the trend towards higher levels of outsourcing and seek to administer their own structures in-house. Such a shift in the industry could reduce the numbers of clients and structures that the Group could potentially provide services to, and may have a material adverse effect on the business, results of operations or financial condition of the Group and, following Completion, the Enlarged Group.

The market for outsourced administration services is dependent upon clients choosing to utilise internal resources in a focused way and outsourcing non-core functions to industry specialists. A significant change in utilisation levels of internal resources amongst fund managers and institutions could result in a redeployment of spare resource to fulfil outsourced capabilities and this could impact the sector in general.

Applicable law and regulation in Jersey and other jurisdictions may discourage potential investors from acquiring interests in the Company of 10 per cent. or more and/or potential acquisition proposals and delay, deter or prevent a change of control of the Company

Despite the Group operating across many jurisdictions, the majority of the Group’s profits are recorded in Jersey. Therefore, the Company considers the JFSC to be the Group’s primary regulator and compliance with the relevant JFSC permits and consents is critical to the Group’s ongoing business. The fact that certain of the Company’s subsidiaries have regulated status in Jersey also impacts the identity of the Company’s shareholder base.

In Jersey, the prior approval of the JFSC under Article 14 of the Financial Services (Jersey) Law 1998 ("FSJL") is required of any person becoming a “shareholder controller” of a company authorised and regulated by the JFSC. A “shareholder controller” means a person who, either alone or with any associate or associates (which is widely defined): (i) directly or indirectly holds 10 per cent. or more of the share capital issued by a regulated company; (ii) is entitled to exercise or control the exercise of not less than 10 per cent. of the voting power in general meeting of a regulated company or of any other company of which it is a subsidiary; or (iii) has a holding in a regulated company directly or indirectly which makes it possible to exercise significant influence over the management of the regulated company.

As certain wholly owned members of the Company’s group are regulated by the JFSC the requirement for JFSC approval upon any person becoming a ‘shareholder controller’ will apply to any persons holding or proposing to hold shares in the Company who fall within any limb of the “shareholder controller” definition set out above. In addition, JFSC approval is required if a person who is an existing “shareholder controller” increases, or disposes of his relevant holding so that the persons relevant shareholding reaches, exceeds or falls below 20, 33 or 50 per cent. Furthermore, each Jersey regulated company must notify the JFSC of any changes of the type set out above, and also if any person has ceased to be a “shareholder controller”.

Accordingly, any person who proposes to acquire 10 per cent. or more of the Ordinary Shares, or would trigger any of the other thresholds set out above, would be required to make an application to the JFSC

37 financial services regulatory division seeking a confirmation from the JFSC that it has no objection to the relevant person becoming a “shareholder controller” or triggering one of the other thresholds. In addition, the JFSC have confirmed to the Company that in the context of a publically held and regulated group the JFSC will expect to be notified of any shareholder whose holding equals or exceeds 10 per cent. (or any of the relevant thresholds as set out above are triggered) and at that point, the identity of the relevant shareholder may be subject to review by the JFSC which reserves its position regarding the suitability of that shareholder. The JFSC may request further information or confirmations from the shareholder directly and, in extreme circumstances, and where required by law and/or public policy the JFSC may direct that shareholder to divest themselves of all or part of their shareholding

In the United Kingdom, the prior approval of the PRA or FCA under section 178 of FSMA is required of any person proposing to acquire or increase its “control” of a firm which is authorised and regulated under FSMA. In the context of the FCA authorised companies within the Group, the test for a “controller” is a person who holds, or is entitled to exercise or control the exercise of, 20 per cent. or more of the shares or voting power in the UK authorised company or the parent undertaking of the UK authorised company. A person is also regarded as acquiring control over the UK authorised company if that person exercises significant influence over the management of the UK authorised company or its parent. Accordingly, any person who proposes to acquire 20 per cent. or more of the Ordinary Shares would become a controller of the Company and prior approval by the FCA would be required. The FCA has 60 working days from the day on which it acknowledges the receipt of a notice of control to determine whether to approve the new controller or object to the transaction, although this period may (subject to limits) cease to run while the FCA is awaiting the provision of further information that it requests from an applicant during the approval process. If approval is given, it may be given unconditionally or subject to such conditions as the FCA considers appropriate. Breach of the notification and approval regime imposed by the FCA on controllers is a criminal offence.

There are also other regulatory requirements in other jurisdictions which will be applicable to persons holding shares in the Company and a non-exhaustive summary of the regulatory requirements applicable to persons holding, or intending to hold, shares in the Company is set out in Part XIII (Shareholder Regulatory Obligations) of this document. Investors should seek their own legal advice in all applicable jurisdictions if they are intending to acquire a substantial amount of shares in the Company.

The Articles contain provisions whereby if any person or persons fail to comply with any direction issued by the JFSC (or indeed any other relevant regulatory authority), then the Company may, inter alia, sell the relevant person’s (or persons’) shares in the market on their behalf to comply with such JFSC direction. Further details of these provisions are set out in paragraph 4 of Part XV (Additional Information) of this document.

The regulatory requirements applicable to the Group may change and may, in their current or any future form, discourage potential investors from acquiring interests in the Company of 10 per cent. or more (or indeed any interests in Ordinary Shares) and may also delay, deter or prevent a change of control of the Company, including through transactions, and in particular unsolicited transactions, that some or all of the Shareholders might consider to be desirable. Disposals of any relevant person’s (or persons’) shares in the market, as result of complying with any direction issued by the JFSC (or indeed any other relevant regulatory authority), may have a similar effect.

3 Risks relating to the Acquisition

Integration of the IFS Group into the Group may be more time consuming and costly than expected and unforeseen difficulties may arise

Successful implementation of a smooth and efficient integration of the IFS Group operations following Completion of the Acquisition will require a significant amount of management time and, as a result, may affect or impair the ability of the management team of the Enlarged Group to run the business effectively during the period of integration. If the integration process takes longer, or proves more costly, than expected, or difficulties relating to the integration, of which the Directors are not yet aware, arise, there is a risk to the operations of the Enlarged Group. These unforeseen difficulties in the integration may result in increased expenses and the loss of clients. Furthermore, the Group may not have or be able to retain personnel with the appropriate skill set for the tasks associated with the integration programme, which may

38 adversely affect the implementation of the Group’s plans. In such circumstances, the profitability of the Enlarged Group might be adversely affected, which could have a negative impact on the price of Ordinary Shares.

The Group may be unable to realise the benefits that it believes will result from the Acquisition

Achieving the advantages of the Acquisition will depend partly on the efficient management and coordination of the activities of the Group and the IFS Group: two businesses that function independently with geographically dispersed operations, and with different business cultures and compensation structures. There is a risk that synergy benefits from the Acquisition may fail to materialise, or that they may be materially lower than have been estimated. In addition, the costs of funding the process necessary to achieve these synergies may exceed expectations. Such eventualities may have a material adverse effect on the financial position of the Enlarged Group.

Furthermore, the Acquisition and any uncertainty regarding the effect of the Acquisition could cause disruptions to the businesses of the Enlarged Group. These uncertainties may materially and adversely affect the Enlarged Group’s business and its operations. Any such issues may adversely affect the financial position of the Enlarged Group, and ultimately the trading price of the Ordinary Shares.

Shareholders as at the date of this document will experience a dilution in their ownership of the Company

Pre-emption rights do not apply in relation to the issue of the Consideration Shares resulting in dilution of the ownership rights and voting interest of Shareholders at the date of this document. Therefore, upon Completion, Shareholders at the date of this document will suffer a reduction in their proportionate ownership and voting interest in the Company. Assuming that, save for the issue of the Capital Raising Shares under the Capital Raising, no further Ordinary Shares will be issued from the Latest Practicable Date until the date of Admission of the Consideration Shares, the Consideration Shares will represent approximately 4.1 per cent. of the Company’s issued share capital immediately following Admission of the Consideration Shares.

The Acquisition is subject to conditions which may not be waived or satisfied

The Acquisition is conditional upon, among other things: (i) receipt of proceeds from the Firm Placing and Placing and Open Offer; (ii) no material adverse change occurring in relation to the IFS Group and (III) obtaining regulatory clearance from the Mauritius Financial Services Commission ("FSC"). There can be no assurance that these conditions will be satisfied or waived, if applicable, and that Completion will be achieved.

4 Risks relating to the Company's Ordinary Shares

The Company’s Shareholders may suffer a dilution to their interests in the Company as a result of the Capital Raising

Pre-emption rights do not apply in relation to the issue of the Firm Placing Shares to be allotted pursuant to the Firm Placing, resulting in potential dilution of the ownership rights of Shareholders at the date of this document. Following the issue of the Firm Placing Shares, Qualifying Shareholders who take up their Open Offer Entitlements under the Open Offer in full will suffer a maximum dilution of approximately 8.6 per cent. to their ownership and voting interests in the Company. Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer, and Shareholders who are not eligible to participate in the Open Offer, will suffer a maximum dilution of approximately 14.3 per cent. to their ownership and voting interests in the Company by virtue of the issue of the Capital Raising Shares pursuant to the Capital Raising.

The Capital Raising is not conditional upon Completion

It is possible that following Admission of the Capital Raising Shares, the Acquisition could cease to be capable of Completion, in particular, if any of the conditions precedent to Completion are not satisfied in accordance with the Acquisition Agreement. In this case, as the Capital Raising is not conditional upon Completion, the Capital Raising would still be completed and funds would be raised by the Company. In

39 the event that the Capital Raising proceeds but the Acquisition does not complete, the Directors‘ current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short- term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Directors will consider how best to return surplus capital to Shareholders. The Directors would expect to effect such a return within six months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found. Such a return could carry fiscal costs for certain Shareholders and will have costs for the Company.

Publicly traded securities from time to time experience significant price and volume fluctuations that may be unrelated to the operating performance of the company that issued them. The market price of the Ordinary Shares may prove to be highly volatile, which may prevent Shareholders from being able to sell their Ordinary Shares at or above the price they paid for them. The Offer Price may not be indicative of prices that will prevail in the trading market and investors may not be able to sell Ordinary Shares at or above the price they paid. The market price for the Ordinary Shares could fluctuate significantly for various reasons, many of which are outside the Group’s control. These factors could include: variations in operating results in the Group’s reporting periods; cyclical fluctuations in the performance of the Group’s business; changes in financial estimates by securities analysts; changes in market valuations of similar companies; announcements by the Group of significant contracts, acquisitions, joint ventures or capital commitments; speculation, whether or not well-founded, regarding the intentions of the Group’s major Shareholders or significant sales of shares by any such Shareholders or short selling of the Ordinary Shares; speculation, whether or not well-founded, regarding possible changes in the Group’s management team; loss of one or more major clients; additions or departures of key employees; any shortfall in revenue or net profit or any increase in losses from levels expected by securities analysts; and future issues or sales of Ordinary Shares. Any or all of these events could result in a material decline in the price of the Ordinary Shares. Investors may not be able to sell their Ordinary Shares at or above the Offer Price, or at all.

The issue of additional shares in the Company in connection with future acquisitions, any share incentive or share option plan or otherwise will in certain circumstances dilute all other shareholdings

Save for the issue of the New Ordinary Shares, the Company has no current plans for a subsequent offering of Ordinary Shares in the next 12 months other than the issue of consideration shares in connection with the acquisitions of FLSV and Sorato and other arrangements described in this document. However, the Group may seek to raise financing to fund future acquisitions and other growth opportunities. The Group may, for these and other purposes, such as in connection with share incentive and share option plans, issue additional equity or convertible equity securities. To the extent that such issues take place on a non-pre-emptive or partially non-pre-emptive basis, the Company’s shareholders will suffer dilution in their percentage ownership and/or the price of the Ordinary Shares may be adversely affected.

Future substantial sales of Ordinary Shares, or the perception that such sales might occur, could depress the market price of the Ordinary Shares

Subject to certain restrictions, the Company or one or more of the Directors could sell a substantial number of Ordinary Shares in the public market. Such sales, or the perception that such sales could occur, may materially adversely affect the market price of the Ordinary Shares. This may make it more difficult for Shareholders to sell their Ordinary Shares at a time and price that they deem appropriate, and could also impede the Company’s ability to issue equity securities in the future.

40 Holders of Ordinary Shares in jurisdictions outside the UK may not be able to exercise their pre- emption rights unless the Company decides to take additional steps to comply with applicable local laws and regulations of such jurisdictions

In the case of certain increases in the Company’s issued share capital, the Company’s existing Shareholders are generally entitled to pre-emption rights pursuant to the Articles unless such rights are waived by a special resolution of the Shareholders. Holders of Ordinary Shares outside Jersey and the UK may not be able to exercise their pre-emption rights over Ordinary Shares unless the Company decides to comply with applicable local laws and regulations. The Company cannot assure any Shareholders outside Jersey and the UK that steps will be taken to enable them to exercise their pre-emption rights, or to permit them to receive any proceeds or other amounts relating to their pre-emption rights.

The Company’s ability to pay dividends in the future depends, among other things, on the Group’s financial performance and is therefore not guaranteed

The ability of the Company to pay a dividend on the Ordinary Shares will depend on, inter alia, the solvency of the Company. Before any dividend or distribution can be paid by the Company, the Jersey Companies Law requires the Directors authorising a distribution or dividend to certify that, in their opinion, the Company will be able to discharge its liabilities as they become due immediately after the payment of that dividend or distribution and will be able to do so for the next 12 months. If at the time any dividend payment is to be authorised, or at any time before any dividend payment is to be made, the Directors believe that the solvency test cannot be passed, then no payment may be made to holders of the Ordinary Shares.

Exchange rate fluctuation may impact on the value of and the investment in the Ordinary Shares or any dividends in foreign currency terms

The Ordinary Shares will be quoted and any dividends to be paid in respect of them will be paid in pounds sterling. An investment in Ordinary Shares by an investor in a jurisdiction whose principal currency is not pounds sterling exposes the investor to foreign currency exchange rate risk. Any depreciation of the pound sterling in relation to such foreign currency will reduce the value of the investment of the Ordinary Shares or any dividends in foreign currency terms.

5 Additional risks for investors in the United States

The rights of holders of Ordinary Shares are governed by the law of Jersey, and not all rights available to Shareholders under US law will be available to US investors

Rights afforded to holders of ordinary shares under Jersey law differ in certain respects from the rights typically available to shareholders in US corporations. The rights of holders of Ordinary Shares are governed by Jersey law as well as the Articles. In particular, Jersey law significantly limits the circumstances under which shareholders of Jersey companies may bring derivative actions. Under Jersey law, in most cases, only the Company can be the proper claimant for the purposes of maintaining proceedings in respect of wrongful acts committed against it. Neither an individual Shareholder nor any group of Shareholders has any right of action in such circumstances. In addition, Jersey law does not afford appraisal rights to dissenting shareholders in the form typically available to shareholders in a US corporation.

US investors may not be able to bring suits or enforce civil judgments of US courts against the Company or its Directors, controlling persons and officers

The Company is incorporated under the laws of Jersey. The Directors and executive officers of the Company are and will continue to be citizens or residents of countries other than the United States. A substantial portion of the assets of such persons and a substantial portion of the assets of the Group are and will continue to be located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or the Company, or to enforce against them judgments of US courts, including judgments predicated upon civil liabilities under the US federal securities laws or the securities laws of any state or territory within the United States.

41 PRESENTATION OF INFORMATION

1 General

Investors should rely only on the information in this document. No person has been authorised to give any information or to make any representations in connection with the arrangements described in this document other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors or Investec. No representation or warranty, express or implied, is made by Investec or any selling agent as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by Investec or any selling agent as to the past, present or future. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of FSMA, Rule 3.4.1 of the Prospectus Rules and Rule 4.4.1 of the Listing Rules, neither the delivery of this document nor any sale made under this document shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media or any other person regarding the Company, the Group, the Acquisition or the other arrangements described in this document. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

As required by FSMA, the Prospectus Rules and the Listing Rules, the Company will update the information provided in this document by means of a supplement to it if a significant new factor that may affect the evaluation by prospective investors of the New Ordinary Shares occurs prior to Admission of the Consideration Shares or if it is noted that this document contains any mistake or substantial inaccuracy. This document and any supplement thereto will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules.

The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice. Each prospective investor should consult with such advisers as required, including for the purpose of determining whether it is legally permitted to hold Ordinary Shares under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of an investment in Ordinary Shares for an indefinite period of time.

Prospective investors should read the entirety of this document and, in particular, the section headed “Risk Factors”. Investors should ensure that they read the whole of this document and not just rely on key information or information summarised within it. Prospective investors must rely upon their own examination of the Company and the terms of this document, including the risks involved.

Holders of New Ordinary Shares will be deemed to have acknowledged that, in holding such New Ordinary Shares: (i) they have not relied on Investec or any person affiliated with Investec in connection with any investigation of the accuracy of any information contained in this document; and (ii) they have relied only on the information contained in this document, and no person has been authorised to give any information or to make any representation concerning the Company or the New Ordinary Shares (other than as contained in this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by or on behalf of the Company, the Directors or Investec.

None of the Company, the Directors, Investec or any of their representatives makes any representation to any investor regarding the legality of an investment by such investment.

In connection with the Capital Raising, Investec and any of its affiliates, acting as investors for their own accounts, may acquire Capital Raising Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Capital Raising Shares and other securities of

42 the Company or related investments in connection with the Capital Raising or otherwise. Accordingly, references in this document to the Capital Raising Shares being offered, subscribed, acquired, placed or otherwise dealt with should be read as including any offer to, or subscription, acquisition, dealing or placing by, Investec and any of its affiliates acting as investors for their own accounts. Investec does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Investec and any of its respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to the Company, for which they would have received customary fees. Investec and any of its respective affiliates may provide such services to the Company and any of its respective affiliates in the future.

2 Presentation of financial information

The Group’s consolidated historical financial information incorporated by reference in Part IX (Historical Financial Information Relating to the Group) of this document has been prepared in accordance with the requirements of the PD Regulation and the Listing Rules and in accordance with IFRS. The significant accounting policies are set out within note 3 (Significant Accounting Policies) of the Group’s financial statements and accounts for the financial year ended 31 December 2015, incorporated by reference in Part IX (Historical Financial Information Relating to the Group).

Certain non-IFRS measures have been incorporated by reference in this document through Part VII (Operating and Financial Review of the Group) and Part IX (Historical Financial Information Relating to the Group), as the Directors believe that these provide important alternative measures with which to assess the Group’s performance. These measures include EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin, EBITDA cash conversion, Organic Revenue and Organic Gross Profit. Such measures as presented in this document may not be comparable to similarly titled measures of performance presented by other companies, and they should not be considered as substitutes for, or superior to, measures calculated and presented in accordance with IFRS.

EBITDA and Adjusted EBITDA

The Group defines EBITDA as profit or loss for the period before tax, finance costs, finance income, other gains and losses, depreciation and amortisation. Adjusted EBITDA is arrived at by making further adjustments to EBITDA for the historic share based payment expense and also for certain costs contained within the Group’s operating profit which management believe to be exceptional in nature by virtue of their size or incidence or those having a distortive effect. For the financial years ended 31 December 2013 and 2014, these exceptional items include acquisition-related costs incurred in connection with the Group’s two acquisitions in 2013 and 2014. EBITDA and Adjusted EBITDA are reconciled to operating profit in Part VII (Operating and Financial Review of the Group).

EBITDA margin and Adjusted EBITDA margin

The Group defines EBITDA margin and Adjusted EBITDA margin as EBITDA and Adjusted EBITDA divided by total revenue respectively, expressed as a percentage.

EBITDA cash conversion

The Group defines EBITDA cash conversion as cash generated by operations divided by EBITDA.

Organic Revenue and Organic Gross Profit

For the financial years ended 31 December 2013 and 2014, the Group defines Organic Revenue as total revenue excluding the revenue contributed from the acquired businesses of Delorean and Ariel. Organic Gross Profit is defined as gross profit excluding the gross profit contributed by Delorean and Ariel. Organic Revenue and Organic Gross Profit are reconciled to Revenue and Gross profit, respectively, in Part VII (Operating and Financial Review of the Group).

Within the historical financial information incorporated by reference in Part IX (Historical Financial Information Relating to the Group) for the financial years ended 31 December 2013 and 2014 the

43 Group discloses the Delorean and Ariel businesses as separate segments. At the end of 2014, the associated clients relationships for Delorean and Ariel were integrated into the relevant divisions for ongoing relationship, management and development.

3 Market, industry and economic data

This document contains information regarding the Group’s business and the market in which it operates and competes, which the Company has obtained from third-party sources. All information from a third party is sourced where it appears. The third-party data used herein includes statistical and market information reproduced from PWC's Asset Management 2020: A Brave New World (the "PWC Report") and a McKinsey Global Asset Management Growth article (the "McKinsey Article"). Where information has been sourced from a third party it has been accurately reproduced as at the date of extraction and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading as at the date of extraction. Such information has not been audited or independently verified by the Company or any other third party and can be updated by such third party.

4 Rounding

Certain figures and percentages in this document have been subject to rounding adjustments. Accordingly, any apparent discrepancies in tables between the totals and the sums of the relevant amounts are due to rounding.

5 Currencies

Unless otherwise indicated in this document, all references to:

• “pounds sterling” or “£” are to the lawful currency of the UK;

• “U.S. dollars”, “dollars” or “$” are to the lawful currency of the United States; and

• “euro” or “€” are to the lawful currency of the European Union’s member states.

Unless otherwise indicated, the financial information contained in this document has been expressed in pounds sterling. For all members of the Group incorporated in Jersey and the UK, the functional currency is pounds sterling and the Group presents its financial statements in pounds sterling.

6 Forward-looking statements

Some of the statements in this document include forward looking statements which reflect the Directors’ current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group’s products and services). These statements include forward looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words “expects”, “intends”, “plans”, “believes”, “projects”, “anticipates”, “will”, “targets”, “aims”, “may”, “would”, “could”, “continue” and similar statements are of a future or forward looking nature.

All forward looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group’s actual results to differ materially from those indicated in these statements. These factors include but are not limited to those described in the part of this document entitled “Risk Factors”, which should be read in conjunction with the other cautionary statements that are included in this document. Any forward looking statements in this document reflect the Directors’ current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group’s operations, results of operations and growth strategy.

These forward looking statements speak only as of the date of this document. Subject to any obligations under the Prospectus Rules, the Listing Rules, the Disclosure Requirements or the Transparency Rules, the Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly

44 qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision.

7 No incorporation of website information

The contents of the Company’s website do not form part of this document and prospective investors should not rely on them.

45 DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Rupert Robson Non-Executive Chairman Dean Godwin Chief Executive Officer Spencer Daley Chief Financial Officer Philip Godley Chief Operating Officer Andrew Pomfret Non-Executive Director Nicola Palios Non-Executive Director

Further information on the Directors is contained in Part XV (Persons Responsible, Directors, Senior Managers and Corporate Governance) of this document

Company Secretary Daniel McKeon

Registered Office 13 Castle Street St Helier Jersey JE4 5UT

Sponsor, financial adviser, Investec Bank plc bookrunner and broker 2 Gresham Street London EC2V 7QP

English Solicitors to the Company Simmons & Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS

Jersey Solicitors to the Company Carey Olsen 47 Esplanade St Helier Jersey JE1 0BD

English Solicitors to the sponsor, Travers Smith LLP financial adviser, sole bookrunner 10 Snow Hill and broker London EC1A 2AL

Reporting Accountants and Deloitte LLP Auditors 2 New Street Square London EC4A 3BZ

Registrars Equinti (Jersey) Limited 26 New Street St Helier Jersey JE4 8PP

Financial public relations advisers Citigate Dewe Rogerson to the Company 3 London Wall Buildings London Wall London EC2M 5SY

Bankers HSBC Bank plc 8 Canada Square London E14 5HQ

46 EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times are London times. Each of the times and dates in the table below is indicative only and is subject to change without further notice.

Time and date Record Date for Open Offer Entitlements under the Open Offer 6.00 p.m. on 28 November 2016 Announcement of the Acquisition and the Capital Raising 30 November 2016 Publication and posting of this document, the Application Form and Form 30 November 2016 of Proxy Ex-entitlement date for the Open Offer 30 November 2016 Open Offer Entitlements enabled in CREST and credited to stock 8.00 a.m. on 1 December accounts of Qualifying CREST Shareholders in CREST 2016 Recommended latest time for requesting withdrawal of Open Offer 4.30 p.m. on 8 December Entitlements from CREST 2016 Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 9 December 2016 Latest time and date for splitting of Application Forms (to satisfy bona fide 3.00 p.m. on 12 December market claims only) 2016 Latest time and date for receipt of completed application forms and 11.00 a.m. on 14 December payment in full under the open offer or settlement of relevant CREST 2016 instructions (as appropriate) Latest time and date for receipt of Forms of Proxy/CREST Proxy 11.30 a.m. on 14 December Instructions 2016 Announcement of results of Capital Raising through Regulatory 16 December 2016 Information Service General Meeting 11.30 a.m. on 16 December 2016 Admission and commencement of dealings in Capital Raising 8.00 a.m. on 19 December Shares 2016 Capital Raising Shares credited to CREST accounts (uncertificated as soon as practicable after holders only) Admission of the Capital Raising Shares Despatch of definitive share certificates in respect of the Capital Raising no later than 21 December Shares (where applicable) 2016 Date of Completion expected in the first quarter of 2017 Admission and commencement of dealings in Consideration Shares expected in the first quarter of 2017

47 SHARE CAPITAL AND CAPITAL RAISING STATISTICS

Firm Placing and Placing and Open Offer Offer Price per Capital Raising Share 490 pence Discount to the Closing Price of an Existing Ordinary Share on 29 1.0 per cent. November 2016 Open Offer Entitlement 1 Open Offer Shares for every 15 Existing Ordinary Shares Number of Existing Ordinary Shares in issue at the Latest Practicable 115,721,402 Date Number of Capital Raising Shares to be issued pursuant to the Capital 19,286,860 Raising Number of Ordinary Shares in issue immediately following Admission of 135,008,262 the Capital Raising Shares Capital Raising Shares as a percentage of the Company’s Enlarged 14.3 per cent. Share Capital immediately following Admission of the Capital Raising Shares Estimated gross proceeds of the Capital Raising £94.5 million Estimated expenses of the Capital Raising £4.4 million Estimated net proceeds of the Capital Raising receivable by the £90.1 million Company after deduction of estimated expenses Acquisition Number of Consideration Shares to be issued pursuant to the Acquisition 5,844,507 Number of Ordinary Shares in issue immediately following Admission of 140,852,769 the Consideration Shares Consideration Shares as a percentage of the Company's Enlarged Share 4.1 per cent. Capital immediately following Admission of the Consideration Shares Estimated expenses of the Acquisition £1.4 million Total New Ordinary Shares as a percentage of the Enlarged Share Capital 17.8 per cent. immediately following Admission of the Consideration Shares

Note:

These figures are calculated assuming that:

(a) the number of Ordinary Shares in issue and to be issued on a fully diluted basis as at close of business on the Latest Practicable Date does not change and that no issue of Ordinary Shares, other than the issue of the Capital Raising Shares under the Capital Raising and the issue of the Consideration Shares under the Acquisition, occurs between the Latest Practicable Date and Completion; and

(b) the maximum number of Ordinary Shares proposed to be issued pursuant to the Acquisition and the Capital Raising are issued.

48 PART I - LETTER FROM THE CHAIRMAN

SANNE GROUP PLC (incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 117625)

Directors: Registered Office: Rupert Robson (Non-Executive Chairman) 13 Castle Street Dean Godwin (Chief Executive Officer) St Helier Spencer Daley (Chief Financial Officer) Jersey Philip Godley (Chief Operating Officer) JE4 5UT Andrew Pomfret (Non-Executive Director) Nicola Palios (Non-Executive Director) 30 November 2016

Dear Shareholder

Proposed acquisition of the IFS Group, Firm Placing of 11,572,100 Firm Placing Shares, Placing and Open Offer of 7,714,760 Open Offer Shares and issue of 5,844,507 Consideration Shares in connection with the proposed acquisition of the IFS Group and Notice of General Meeting

1 Introduction

On 30 November 2016, the Company announced that it had entered into the Acquisition Agreement with Couldiplall Basanta Lala, Anupama Basanta Lala, Divya Basanta Lala and Kapil Dev Joory (the "Vendors") to acquire International Financial Services Limited and IFS Trustees. The Acquisition Agreement is conditional and provides for a total consideration of approximately on (£101.9 million). The consideration will be satisfied through:

• a payment of approximately US$91.1 million (£72.9 million) in cash, which will be financed through the net proceeds of the Capital Raising; and

• the issue of approximately 5.8 million Consideration Shares, representing approximately 4.1 per cent. of the Company’s Enlarged Share Capital following completion of the Capital Raising and Completion.

The terms and conditions of the Acquisition are contained in the Acquisition Agreement, which is described in Part II (Terms and Conditions of the Acquisition) of this document.

The IFS Group is a Mauritius-based fund administration business with over 260 employees. The IFS Group provides a range of products and services to manage and administer offshore structures. Offshore structures that the IFS Group focuses on include corporate entities such as global business companies, limited life companies, protected cell companies and domestic companies as well as funds, trusts, foundations and limited partnerships. The IFS Group's services include general administration and accounting services such as directorships, company secretarial, fund accounting, winding-up and insolvency and treasury. The IFS Group also has specialist teams which provide corporate and fund structuring services, legal services as well as tax and compliance services. In the year ended 31 December 2015, IFS reported revenue of US$28.2 million and operating profit of US$18.4 million.

The Board believes that the Acquisition represents an attractive opportunity for the Group to acquire a highly profitable emerging markets platform from which to expand the Group’s exposure to the emerging

49 markets and to clients looking for support with their emerging markets structuring requirements. The Acquisition is of sufficient size relative to the Group to constitute a Class 1 transaction under the Listing Rules and is therefore conditional on, among other things, the approval of the Shareholders at the General Meeting to be held at 11.30 a.m. on 16 December 2016. A notice of General Meeting is set out at the end of this document.

As more fully described in paragraph 7 of this Part I (Letter from the Chairman), the Company proposes to undertake a Capital Raising to raise gross proceeds of approximately £94.5 million (US$118.1 million), the net proceeds of which will be used to fund the cash consideration payable under the Acquisition Agreement and the associated transaction fees, and to reduce the Group's net debt. The Capital Raising comprises the issue of, in aggregate, 19,286,860 Capital Raising Shares at an Offer Price of 490 pence per share. The Firm Placed Shares have been conditionally placed with institutional and other investors by Investec. The Open Offer Shares have been conditionally placed with institutional and other investors by Investec, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Capital Raising is being fully underwritten by Investec subject to, and in accordance with, the terms and conditions of the Sponsor and Placing Agreement.

The Offer Price represents a discount of 1.0 per cent. to the Closing Price of 494.75 pence per Ordinary Share on 29 November 2016 (being the last Business Day before announcement of the Capital Raising). The Capital Raising is conditional upon, among other things, the approval of the Acquisition at the General Meeting. The Capital Raising is not conditional on Completion. In the event that the Capital Raising proceeds but the Acquisition does not complete, the Directors‘ current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Directors will consider how best to return surplus capital to Shareholders. The Directors would expect to effect such a return within six months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found.

Applications will be made for the Capital Raising Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market (together "Admission of the Capital Raising Shares”). It is expected that Admission of the Capital Raising Shares will become effective and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016. Additionally, applications will be made for the Consideration Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market (together, "Admission of the Consideration Shares"). It is expected that Admission of the Consideration Shares will become effective and that dealings in Consideration Shares will commence in the first quarter of 2017.

The purpose of this letter is to: (i) explain the background to and reasons for the Acquisition and the Capital Raising; (ii) explain why the Board believes that the Acquisition and the Capital Raising is in the best interests of the Group and its shareholders and; (iii) recommends that you vote in favour of the Resolutions to be proposed at the General Meeting. In this respect, this document should be read in its entirety and you should not rely solely on the information in this Part I (Letter from the Chairman). Your attention, in particular, is drawn to the risk factors set out in the section titled “Risk Factors”.

2 Background to and reasons for the Acquisition and the Capital Raising

2.1 The Acquisition

The Group’s strategy is to build a global provider of outsourced corporate, fund and private client administration, reporting and fiduciary services both organically and by acquisition that is a leader in the sector. The Board believes that the IFS Group presents a compelling opportunity to further this ambition through the addition of a leading business in the Mauritius market with a highly complementary service offering and customer base to Sanne. Further, the Board believes that the Acquisition will act as a platform from which to build a market leading business supporting clients in or investing in the emerging market geographies of Asia and Africa.

50 Market share and jurisdictional development

The IFS Group will immediately provide the Group with a highly profitable business and large market share for fund administration, corporate services and trustee services in Mauritius. Given Mauritius’s position as one of the leading international financial centres for foreign investment into both the continent of Africa and India, this opens up two new markets for the Group immediately. Equally, the IFS Group has a largely institutional client base with a high concentration of assets under administration being funded from the USA or Cayman. The Board believes that this will, in time, help the Enlarged Group capture additional work from existing clients of the Group who also have or will look to develop investment structures into those jurisdictions. The Board believes that addition of a Mauritian platform is also highly complementary to the Group’s existing operations in South Africa, acquired earlier in 2016.

The IFS Group’s financial performance has remained stable during the last few years despite some volatility in Foreign Direct Investment ("FDI") into India. In 2015 and 2016 FDI into India, invested through Mauritius, grew by 59 per cent and 27 per cent respectively, representing a significant opportunity for the Enlarged Group post Completion. With tax treaty re-negotiations between India and Mauritius having recently concluded, there are opportunities to market the remaining benefits of structuring through Mauritius.

Outflows to Africa over recent years have been growing and Mauritius has been successfully competing for African business and will potentially continue to leverage the African continent’s growth potential, in particular in relation to Chinese investment. The IFS Group has not historically focused as much effort on building out revenues from Africa and this is an area for future business development focus.

Provides a platform to build a broader emerging markets business strategy

Mauritius is currently one of the key international financial centres used by international investors to invest in emerging markets, in particular Africa and India. The Board sees significant opportunity to take the expertise and platform within the IFS Group to create a long-term platform to address the Asian emerging markets. The Directors believe that this opportunity exists across the Group’s existing asset class skill base.

The Board believes that the IFS Group will also provide critical mass to the operations of some of the Group’s smaller existing offices in Hong Kong, Dubai and Singapore. By combining the IFS Group with these existing operations and making investment in business development capabilities, the Board believes that there are opportunities to grow revenues in line with the rest of the Group, particularly as Singapore has been a beneficiary of much of the uncertainty surrounding the Mauritius-India tax treaty.

Emerging markets have seen a strong growth in allocation of alternative assets under management in recent years. Taking the private equity asset class as an example, the share of global private equity and venture capital investment being made in emerging markets is up from 6 per cent. to 22 per cent. between 2003 and 2013. This increase has been driven by economic reform, increased freedom of trade and GDP growth in emerging markets.

51 In addition to attracting and increasing the amount of investment in alternative asset classes, emerging markets are also an increasingly important source of capital for alternative investment firms. The share of global assets held by emerging nations more than doubled from 7 per cent. in 2000 to 18 per cent. in 2010. This trend has been driven by a growth in the influence of sovereign wealth funds, a growth of the middle class in many of the emerging markets and a shift to investing behaviour.

The IFS Group

Operational leverage opportunity

A number of the Group's existing customers currently either have a presence in emerging markets in Asia (including India) and Africa or are looking to access these markets. The Directors believe that the IFS Group should provide the Group with the capacity to increase the Enlarged Group's "share of wallet" with these customers.

The IFS Group employs a highly skilled and qualified workforce with approximately 83 per cent. of all employees holding a university degree and/or a professional qualification or pursuing their professional qualifications.The historic profit margins achieved by the business provide some indication of the operational leverage that could be achieved by the Group. Whilst, under the Group's ownership, the Board expects the margin achieved in the IFS Group to reduce as a result of additional operational and business development costs, the significantly lower wage environment in Mauritius compared with most of the Group's other jurisdictions should facilitate moving more work to lower cost jurisdictions.

Material earnings enhancement for Sanne Investors

The Board expects the Acquisition to materially enhance earnings for the Group in the year to 31 December 2017 and thereafter. The high levels of cash generation in the IFS Group will also allow the Board to maintain its progressive dividend policy in line with this earnings accretion.

2.2 The Capital Raising

The Company is proposing to raise gross proceeds of approximately £94.5 million by way of the Capital Raising. The Board considers the Firm Placing, Placing and Open Offer to be a suitable fundraising structure as the Firm Placing and Placing will allow access to new investors to broaden the Company’s shareholder base, whilst providing existing shareholders with the opportunity to participate in the fundraising through the Open Offer.

52 The Board believes that undertaking the Capital Raising at the Offer Price represents an attractive opportunity for the Company to secure additional equity funding and maintain sufficient capacity to pursue further growth opportunities that may arise, be they by way of acquisition or investment into the existing platform.

3 Financial impact of the Acquisition and Use of Proceeds

The Board expects the Acquisition to materially enhance earnings for the Group in the year to 31 December 2017 and thereafter. The Board also expects the Acquisition to generate a return on investment exceeding the Group’s pre-tax cost of capital. Had the acquisition occurred at 31 December 2015, the illustrative impact would have been to increase net assets from 19.0 million to 136.7 million (see Part XI (Unaudited Pro Forma Financial Information for the Enlarged Group). However, no statement in this document should be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historic published earnings per share of the Company.

The Company proposes to use the net proceeds of the Capital Raising of approximately £90.1 million to fund the cash consideration payable under the Acquisition Agreement and the associated transaction fees, as well as to reduce the Group's net debt. The cash consideration payable under the terms of the Acquisition Agreement is approximately £72.9 million, and in addition, the Company will incur commission, adviser fees and expenses of approximately £5.8 million in connection with the Acquisition and the Capital Raising. The remaining approximately £15.8 million of the net proceeds will be used to reduce the Group's net debt. This will provide the Group with additional flexibility to increase net debt in the future (if required) to pursue in-fill acquisitions, as well as to fund general corporate purposes.

The Board does not expect to use the existing cash resources of the Group or to draw down on existing facilities available to the Group in order to fund the Acquisition or the expenses associated with it. However, the Group has committed facilities comprised of (a) a term loan of £46 million and (b) a revolving credit facility of £14 million, which were drawn down on 1 November 2016 to repay the Existing Facility and to part fund the acquisition of FLSV. Given the level of profit the IFS Group will contribute to the Enlarged Group, management expect the pro forma leverage of the Enlarged Group to be significantly reduced post Completion. In addition to the funding headroom these facilities provide, the Enlarged Group is anticipated to be significantly cash generative in the year to 31 December 2017 providing sufficient funding headroom to invest in the integration of the IFS Group into the Group.

Shareholders should note that the Capital Raising is not conditional upon Completion and that, after Admission of the Capital Raising Shares, the Acquisition could fail to complete. In the event that the Capital Raising proceeds but the Acquisition does not complete, the Directors‘ current intention is that the proceeds of the Capital Raising which were to be used to fund the cash consideration payable under the Acquisition and to pay the expenses of the Acquisition will be invested on a short-term basis, and the balance of the proceeds will be applied in reducing the Group's net debt, while the Directors evaluate other appropriate acquisition opportunities. If no appropriate opportunities can be found on acceptable terms, the Directors will consider how best to return surplus capital to Shareholders. The Directors would expect to effect such a return within six months of the Acquisition failing to complete, if no appropriate opportunities to use funds can be found. Such a return could carry fiscal costs for certain Shareholders and will have costs for the Company.

A pro forma income statement for the year ended 31 December 2015 and a pro forma statement of net assets as at 31 December 2015 illustrating the effects of the Acquisition and the Capital Raising as if they had occurred on 1 January 2015 and at 31 December 2015, respectively, is set out in Part XI (Unaudited Pro Forma Financial Information for the Enlarged Group) of this document. This information is unaudited and has been prepared for illustrative purposes only.

4 Summary information on the Group and its current trading

4.1 Overview

Sanne is a specialist provider of outsourced corporate, fund and private client administration, reporting and fiduciary services. In particular, the Group targets alternative asset markets that the Directors believe have high barriers to entry and require specialist expertise to service. Key clients include alternative

53 asset managers, financial institutions, family offices and corporates. The Group is a recognised global provider of corporate and fund services with a presence in established, well-regulated international financial centres including Jersey, Guernsey, London, Luxembourg, Dublin, Malta, Belgrade, New York, Cape Town, Dubai, Hong Kong, Shanghai and Singapore. Today, the Group employs approximately 700 people and administers structures and funds that have in excess of £100 billion of assets.

Operations are focused on eight principal divisions; Debt, Real Estate, Private Equity, Hedge, Corporate and Institutional, Executive Incentives, Private Client and Treasury. These operations broadly span the Group’s international footprint with Jersey being the location of its headquarters. The Group provides high- touch and bespoke solutions to its clients. Core services include fund administration, financial reporting, governance, regulatory services, investor services, corporate services and treasury services. The high- touch, bespoke nature of most of the Group’s services means they require a large amount of qualified and experienced human input. The structures that the Group administers are often regulated and therefore require a regulated party such as Sanne to manage the regulated activities required for these structures.

The principal activities of the Group include general administration services such as structure implementation, investor relations communications and reporting, General Partner and managed entity administration and fund investor due diligence. The Group's activities also cover a range of financial report services, corporate and regulatory governance of fund structures and entities, and treasury services.

The Group is organised around asset and market-focused business divisions, which offer a comprehensive range of services to clients delivered across a multi-jurisdictional platform. These business divisions are each led by a board of senior managers with specific asset and market expertise, and are supported by dedicated teams providing bespoke service solutions. The Group’s divisional model allows for bespoke client teams to be provided across jurisdictions whilst ensuring that the client can maintain one point of contact if they require.

The Group’s eight principal business areas are:

• Debt

• Real Estate

• Private Equity

• Hedge

• Corporate and Institutional

• Executive Incentives

• Private Client

• Treasury services

Further detailed information on the Group is provided in or incorporated by reference into subsequent parts of this document, specifically Part V (Information on the Group).

4.2 Current Trading and prospects

In the five months following its interim results, the Group has continued to enjoy strong performance, particularly in its alternatives focused business divisions. This performance has been driven by increased revenue from existing clients through the establishment of new structures as well as business wins from new clients to the Group.

As discussed in the interim results, the performance in the Group’s Executive Incentives division was adversely impacted by the EU referendum and continues to trade behind the prior year. However, the outlook for 2017 is positive, backed up by a strong pipeline of FTSE 100 and FTSE 250 mandates. All other divisions continue to trade well.

54 Since the interim results, the Group has announced the acquisition of FLSV Fund Administration Services LLC (“FLSV") which, in the short period since completion on 1 November 2016, has performed in line with the Board’s expectations. At the same time as announcing the transaction, the Group drew down £60 million on new banking facilities in order to refinance existing facilities and part fund the acquisition of FLSV.

Other than the refinance of its banking facilities described above, cash generation in the period has been good, continuing the Group's strong cash conversion profile.

Although there is one more month left in the year, the strong performance achieved across the Group’s existing client base, and the continued positive momentum in new business wins, means that the Board is very confident that the results for the full year 2016 will be in line with the Board's expectation. This momentum also gives the Board confidence in the Group’s ability to deliver its growth expectations for 2017.

5 Summary information on the IFS Group and current trading

5.1 Overview

Founded in 1993 by two private individuals, IFS is a Mauritian-based provider of offshore fiduciary management services; specifically the incorporation of offshore companies and trusts, general management administration and accounting and lastly the provision of corporate secretaries. The IFS Group provides a comprehensive suite of services to clients wishing to use Mauritius as a platform for investment or to do business internationally. The IFS Group's clients include mutual funds, private equity funds, hedge funds, venture capital funds and corporates looking to set up investment holding, investment management, trading or service entities. IFS has over 260 employees across two offices in Mauritius. The IFS Group currently provides services to in excess of 1,000 entities and has in excess of $82 billion in assets under administration. The reported revenue for IFS for the year ended 31 December 2015 was $28.2 million with operating profit of $18.4 million. This level of revenue and operating profit has been broadly flat over the three years to 31 December 2015, reflecting the lack of focus on growth by the existing owners.

Core services

The IFS Group provides a broad range of client services through its client service delivery operations as well as providing specialist advisory services. In addition to corporate, secretarial and administration services, the IFS Group also provides tax and compliance services, blended with in-house legal review services. The IFS Group's core corporate, secretarial and administration services provided across corporate, fund and trust structures are as follows:

• Corporate secretarial services

• Registrar services

• Foreign Account Tax Compliance Act ("FATCA") services

• Fund accounting services for open-ended funds

• Fund accounting and administration services for closed ended funds ("CEF")

• Trust Services

• Winding up and liquidation services

• Corporate and fund structuring

55 • Legal services

• Tax and Compliance Services

Offering its services to clients globally, the majority of the IFS Group's over 1,000 client entities are focused on investment into India (69 per cent) followed by Africa (14 per cent) and the RoW (17 per cent). The business has in excess of $82 billion of assets under administration.

Client base

The Directors consider the IFS Group to be a high quality business servicing predominately fund clients. When reviewed on an entity by entity basis, 38 per cent. of all entities invoiced in 2015 (by total invoice value) were fund entities with the remaining 62 per cent. being corporate entities. However, of these corporate entities, many are actually part of structures whose ultimate parent or owner is in fact a fund or fund management group. For example, of the IFS Group's largest 20 clients, the IFS Group's management consider four, representing approximately 24 per cent. of total billings by the 20 largest clients in the year ended 21 December 2015, to be corporate clients. Whereas, all except one of these clients is actually a fund management group and would be considered to be a fund client by the Group given the nature of the ultimate parent entity.

Therefore, the Directors believe, following detailed diligence of the IFS Group client base, that the majority of the IFS Group's revenue and billings is generated from fund group customers.

5.2 Current trading and prospects

The IFS Group continues to perform well through 2016. The tax treaty between Mauritius and India was revised during the period and whilst the new treaty does not come into effect until April 2017 at the earliest, the anticipation of the new rules around capital gains tax in particular could be expected to impact market activity. Despite this, the IFS Group's high levels of recurring revenue, stable employee and cost base and low levels of revenue attrition have meant the business has continued to trade in line with management’s expectations.

6 Summary of the key terms of the Acquisition

6.1 Acquisition Agreement

In order to implement the Acquisition Sanne (Mauritius) Limited (the "Purchaser") has entered into the Acquisition Agreement. A more detailed summary of the key terms of the Acquisition Agreement is set out in Part II of this document (Terms and Conditions of the Acquisition).

Under the terms of the Acquisition Agreement, and subject to the conditions thereunder being satisfied, the Purchaser has conditionally agreed to acquire International Financial Services Limited (and its subsidiary companies, namely International Securities Limited, International Holdings Limited and International Trustees Limited) and IFS Trustees for a cash consideration of approximately US$91.1 million (£72.9 million) and the issue of approximately 5.8 million Consideration Shares to Couldiplall Basanta Lala or his permitted assigns.

Completion of the Acquisition is conditional on, among other things, (i) receipt of proceeds from the Capital Raising; (ii) no material adverse change occurring in relation to the Group or the IFS Group; and (iii) obtaining regulatory clearance from the Mauritius FSC.

6.2 Class 1 transaction approvals

Owing to its size, the Acquisition constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires approval from Shareholders. Accordingly, a General Meeting has been convened for 16 December 2016 for the purpose of passing a resolution to approve the Acquisition. Further details about the General Meeting are set out in paragraph 14 of this Part I (Letter from the Chairman).

56 7 Financing the Acquisition

The Acquisition consideration will be satisfied through:

• a payment of approximately US$91.1 million (£72.9 million) in cash, that will be financed through the net proceeds of the Capital Raising; and

• the issue of approximately 5.8 million Consideration Shares, representing approximately 4.1 per cent. of the Company's enlarged issued share capital following completion of the Capital Raising and Completion.

Upon Completion, the Company will apply for the Consideration Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market. Following Admission of the Consideration Shares, the post-Completion Enlarged Share Capital is expected to be 140,852,769 with the Consideration Shares representing approximately 4.1 per cent. of the post- Completion Enlarged Share Capital. It is expected that Admission of the Consideration Shares will become effective and dealings in the Consideration Shares will commence in the first quarter of 2017.

The Consideration Shares will be issued to Couldiplall Basanta Lala as payable to him in connection with the sale of his shares in IFS. Couldiplall Basanta Lala may assign his right to receive some or all of the Consideration Shares to his daughters Anupama Basanta Lala and Divya Basanta Lala who will be employees of the IFS Group post-Completion. As holders of the Consideration Shares, Couldiplall Basanta Lala, Anupama Basanta Lala and Divya Basanta Lala will be subject to a Restricted Sale Agreement pursuant to which they will not be able to offer, sell, contract to sell, pledge, charge, agree to lend, grant options over or otherwise dispose of the Consideration Shares nor mandate any third party to do so, or announce the intention to do so save that they shall be released from the restriction on making any disposals of Consideration Shares on a pro rata basis over a four year period with 40 per cent. of the shares being released after two years, 35 per cent. being released after three years and 25 per cent. being released after four years. For further details on the Restricted Sale Agreement please see Part XV (Additional Information) of this document.

8 Integration, management and employees following the Acquisition

The Board anticipates integrating the IFS Group to form the core of a new standalone division operating as the Group’s new, emerging markets-focused platform. As a result, it is anticipated that all employees of the IFS Group will continue to be employed by the Enlarged Group following Completion. The Board attaches great importance to the skills and experience of the management and employees of the IFS Group and believes they will be an important factor in the success of the Enlarged Group.

As part of the Group’s plan to utilise the existing IFS platform and market position to grow an emerging markets platform, the Board intends to both augment the existing the IFS Group's business and new emerging markets platform with additional, ongoing investment, as well as investing further across the Group given the increased scale and diversity the Acquisition contributes. This additional cost is expected to be approximately £3 million per annum and will be focused on business development opportunities as well as investing in functional capabilities to meet ongoing public company management and reporting requirements in the IFS Group. Furthermore, this additional anticipated cost will allow the Group to invest in business development and region specific capabilities in Singapore and Hong Kong to support the wider emerging markets growth plan.

The Group's management team have developed an integration and business plan behind the acquisition of the IFS Group and are well progressed on preparation for 'day 1' implementation from completion as well as working towards a '100 day' plan thereafter.

Given the increasing diversification of the Group's geographic footprint, client base and addressable market verticals, accelerated further by the acquisition of the IFS Group, some of the additional cost incurred as a result of the Acquisition is expected to further enhance capabilities within the head office, central and support functions. In addition, senior management team will be dividing more of their time across the Group's increasing geographic footprint. As part of this process, the current intention of the Group CFO,

57 Spencer Daley, to move his main office location from Jersey to Mauritius following Completion for a period of 6 to 12 months.

9 Dividend Policy

The Board has adopted a progressive dividend policy. It still expects to retain sufficient capital to fund ongoing operating requirements, an appropriate level of dividend cover and funds to invest in the Group’s long-term growth.

For the year ended 31 December 2015, the Company paid a dividend of 7p per share (2014: 4.9p per share).

It is expected that any final dividend of the Enlarged Group for the year ending 31 December 2016, will be proposed at its next Annual General Meeting. Capital Raising Shares and the Consideration Shares will qualify for this final dividend.

10 Principal terms of the Capital Raising

The Company proposes to issue Capital Raising Shares pursuant to the Capital Raising to raise approximately £94.5 million, before expenses. Investec has made arrangements to conditionally place the Firm Placing Shares with Firm Placees, and to conditionally place the Open Offer Shares with Placees subject to claw-back to satisfy valid applications by Qualifying Shareholders under the Open Offer, in each case pursuant to the Sponsor and Placing Agreement, or failing which, to subscribe for such Firm Placing Shares or such Open Offer Shares itself.

The Offer Price was set having regard to the prevailing market conditions and the size of the Capital Raising. The Offer Price represents a discount of approximately 1.0 per cent. to the Closing Price of 494.75 per Existing Ordinary Share on 29 November 2016 (being the last Business Day before the announcement of the Capital Raising). The Directors believe that it is necessary to offer the Capital Raising Shares at a discount to complete the Capital Raising to allow the Company to raise the required funding and accordingly believe that such discount is in the best interests of the Shareholders, and that the Offer Price is appropriate for the Capital Raising.

The Capital Raising is conditional, amongst other things, on:

• the Resolutions being passed by the Shareholders at the General Meeting;

• the Sponsor and Placing Agreement becoming unconditional; and

• Admission of the Capital Raising Shares becoming effective.

The Capital Raising is expected to result in 19,286,860 Capital Raising Shares being issued (representing approximately 14.3 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares). The issue of the Capital Raising Shares is subject to the terms and conditions of the Sponsor and Placing Agreement, the principal terms of which are summarised in paragraph 12.6 of Part XV (Additional information) of this document.

Assuming Completion takes place, the Capital Raising proceeds of approximately £90.1 million (net of expenses) will be applied to finance the cash consideration payable under the Acquisition Agreement, and associated transaction costs and to reduce the Group's net debt.

The Capital Raising Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue. The Capital Raising Shares will be in registered form and capable of being held in certificated form or uncertificated form in CREST.

Application will be made for the Capital Raising Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities. It is expected that Admission of the Capital Raising Shares will become effective and dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016.

58 Further details about the Capital Raising are set out in Part III (Terms and Conditions of the Open Offer) and Part IV (Questions and Answers About the Capital Raising) of this document.

10.1 The Firm Placing

Investec, as agent of the Company, has made arrangements to conditionally place the Firm Placing Shares with institutional investors at the Offer Price, of failing which, to subscribe for such Firm Placing Shares itself subject to the terms and conditions of the Sponsor and Placing Agreement.

The Firm Placing will proceed under existing shareholder authorities to allot Ordinary Shares for cash on a non-pre-emptive basis, subject to the Placing and Open Offer proceeding and the other conditions of the Capital Raising being satisfied. The Firm Placing is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Firm Placing would only relate to an investment in the Group and not an investment in the Enlarged Group.

The Firm Placing Shares represent approximately 60.0 per cent. of the Capital Raising Shares and approximately 8.6 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

A summary of the principal terms of the Sponsor and Placing Agreement is set out in paragraph 12.6 of Part XV (Additional Information) of this document.

10.2 The Open Offer

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement in CREST, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear’s Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied under the Open Offer for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment are contained in Part III (Terms and Conditions of the Open Offer) to this document and for Qualifying Non-CREST Shareholders on the Application Form.

The Open Offer will proceed, subject to Shareholder approval of the Resolution to disapply pre-emption rights in relation to the allotment of the Open Offer Shares pursuant to the Placing and Open Offer, and the other conditions of the Capital Raising being satisfied. The Open Offer is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Open Offer would only relate to an investment in the Group and not an investment in the Enlarged Group.

The Open Offer Shares represent approximately 40.0 per cent. of the Capital Raising Shares and approximately 5.7 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

59 The rights attaching to the Open Offer Shares will be uniform in all respects and will form a single class for all purposes. The Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer. In the event that the Open Offer does not become unconditional by 8.00 a.m. on 19 December 2016 or such later time and date as the Company and the Investec shall agree, the Open Offer will lapse and application monies will be returned by post to applicants, at the applicants’ risk and without payment of interest, to the address set out on the Application Form, within 14 days thereafter.

10.3 The Placing

Investec, as agent of the Company, has made arrangements to conditionally place the Open Offer Shares with institutional investors at the Offer Price, or failing which, to subscribe for such Open Offer Shares itself. The commitments of the Placees are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.

Subject to waiver or satisfaction of the conditions and the Sponsor and Placing Agreement not being terminated in accordance with its terms, if valid applications are not received from Qualifying Shareholders for all of the Open Offer Shares by 11.00 a.m. on 14 December 2016, the number of Open Offer Shares not so applied for will be subscribed at the Offer Price by such Placees pursuant to the Placing or, failing which, Investec.

The Placing will proceed, subject to Shareholder approval of the Resolution to disapply pre-emption rights in relation to the allotment of the Open Offer Shares pursuant to the Placing and Open Offer, and on the other conditions of the Capital Raising being satisfied. The Placing is not conditional on the Acquisition proceeding and may proceed even if the Acquisition does not. In this scenario the Placing would only relate to an investment in the Group and not an investment in the Enlarged Group.

A summary of the principal terms of the Sponsor and Placing Agreement is set out in paragraph 12.6 of Part XV (Additional Information).

10.4 Effect of the Capital Raising

Immediately following Admission of the Capital Raising Shares, the Enlarged Share Capital is expected to be 135,008,262 Ordinary Shares. On this basis, the Capital Raising Shares will represent approximately 14.3 per cent. of the Enlarged Share Capital immediately following Admission of the Capital Raising Shares.

11 Risk Factors

Investors should consider fully and carefully the risk factors associated with the Group, the Enlarged Group, the Acquisition and the Ordinary Shares. Your attention is drawn to the risk factors set out in the part of this document entitled "Risk Factors".

12 Employee Share Scheme

In accordance with the rules of the Plans, the number of Ordinary Shares subject to subsidiary awards under such Plans and the exercise price (if any) may be adjusted to take account of the issue of the New Ordinary Shares. Holders of awards under the Plans will be informed of any such adjustments in due course.

13 Taxation

Certain information about UK taxation in relation to the Capital Raising is set out in Part XII (Taxation) of this document. The information is intended only as a general guide to the current UK tax position.

If you are in any doubt as to your tax position, or you are subject to tax in a jurisdiction other than the United Kingdom, you should consult your own independent tax adviser without delay.

60 14 General Meeting

Set out at the end of this document entitled "Notice of General Meeting" is a notice convening a General Meeting of the Company to be held at 13 Castle Street, St. Helier, Jersey JE4 5UT at 11.30 a.m. on 16 December 2016, at which the Resolutions to approve the Acquisition and to disapply pre-emption rights in connection with the allotment and issue of the Open Offer Shares pursuant to the Placing and Open Offer will be proposed. The Resolutions are set out in full in the Notice of General Meeting.

Your attention is drawn to the fact that the Acquisition is conditional (among other things) upon Shareholder approval. As a result of the size of the IFS Group when compared to the Company, the Acquisition is classified under the Listing Rules as a Class 1 transaction and its implementation requires the approval of Shareholders.

However, Shareholders should be aware that it is possible that, after the Capital Raising becomes wholly unconditional, the Acquisition could fail to complete. The risks associated with this possibility are discussed further in paragraph 3 above.

Voting on the Resolutions at the General Meeting will be by way of poll. Please refer to the notes contained in the Notice of the General Meeting set out at the end of this document.

15 Action to be taken

If you are a Shareholder, you will find enclosed with this document a Form of Proxy for use at the General Meeting.

Whether or not you intend to be present at the General Meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Registrar, Equiniti (Jersey) Limited c/o Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by not later than 11.30 a.m. on 14 December 2016, as soon as possible and, in any event, so as to arrive not later than 11.30 a.m. on 14 December 2016.

The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so.

If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the issuer’s agent, ID 7RA01, so that it is received no later than 11.30 a.m. on 14 December 2016.

16 Further information

Your attention is drawn to the further information set out in Parts II to XVII (inclusive) of this document. Shareholders should read all of the information contained in this document before deciding the action to take in respect of the General Meeting.

The results of the votes cast at the General Meeting will be announced as soon as possible once known through a Regulatory Information Service and on Sanne's website (www.sannegroupplc.com). It is expected that this will be on 16 December 2016.

17 Financial advice

The Board has received financial advice from Investec in relation to the Acquisition and the Capital Raising. In providing its financial advice to the Directors, Investec has relied on the Directors’ commercial assessments of the Acquisition and Capital Raising.

18 Recommendation and voting intentions

The Board considers the Acquisition, the Capital Raising and the Resolutions to be in the best interests of the Company and its Shareholders taken as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions, as all of the Directors intend to do in respect of their own beneficial shareholdings, amounting to 4,972,298

61 Ordinary Shares in aggregate as at the Latest Practicable Date (representing approximately 4.3 per cent. of the Existing Ordinary Shares).

Yours sincerely

Rupert Robson

Non-Executive Chairman

30 November 2016

62 PART II - TERMS AND CONDITIONS OF THE ACQUISITION

Introduction

The Acquisition Agreement was entered into on 30 November 2016 by Sanne (Mauritius) Limited (the "Purchaser") and Couldiplall Basanta Lala, Anupama Basanta Lala, Divya Basanta Lala and Kapil Dev Joory (together, the "Vendors"). In accordance with the provisions of the Acquisition Agreement and subject to the satisfaction or the waiver of the conditions set forth therein, the Purchaser has agreed to purchase all of the issued shares in International Financial Services Limited and IFS Trustees (the "Target Companies") and by virtue of acquiring International Financial Services Limited the Purchaser shall also indirectly acquire its subsidiaries International Securities Limited, International Holdings Limited and International Trustees Limited (the "Subsidiaries" and together with the Target Companies the "Target Group").

Consideration

The total consideration to be paid by the Purchaser for all of the shares in the Target Companies is US$127.3 million, to be satisfied by a payment in cash of US$91.1 million (£72.9 million) and by the issue of 5,844,507 Consideration Shares to Couldiplall Basanta Lala (or his permitted assigns). The consideration is payable at Completion. In addition, the consideration is based on the Target Companies having a certain amount of working and regulatory capital as at Completion and to the extent that this is not the case, there will be a post Completion adjustment on a dollar for dollar indemnity basis.

Couldiplall Basanta Lala may, by written notice to the Purchaser before Completion, assign his right to receive some or all of his cash consideration and/or some or all of his Consideration Shares to his daughters Anupama Basanta Lala and Divya Basanta Lala. If Couldiplall Basanta Lala does assign consideration to his daughters in this way, in addition to their existing obligations under the Acquisition Agreement, each of his daughters shall unconditionally and irrevocably guarantee to the Purchaser the performance of his obligations under the Acquisition Agreement, and will indemnify (and keep indemnified) the Purchaser and each member of the Group against any loss, liability or cost incurred by the Group as a result of any breach of any of his obligations under the Acquisition Agreement (and all related documentation).

Conditions to Completion

Under the terms of the Acquisition Agreement, Completion is conditional upon:

• confirmation that the Target Group has retained a certain amount of working and regulatory capital at Completion;

• receipt of the written approval from the Mauritius Financial Services Commission in relation to the change of control of the Target Group, and any changes to the directors, company secretary, management, compliance officer and money laundering reporting officer of any member of the Target Group as well as any other written approval or notification, if any, which may be required from the FSC Mauritius in connection with the sale of the shares as contemplated in the Acquisition Agreement;

• the agreement of Couldiplall Basanta Lala (and his permitted assigns) to a four year lock-up agreement in respect of the Consideration Shares issued to him;

• the receipt of a signed employment agreement from Rama Sithanen;

• the receipt of signed employments agreement from each of the Vendors;

• the Capital Raising having been completed;

• there being no matter or series of matters disclosed which would have entitled the Purchaser to make a claim for an amount in damages, following completion, exceeding US$100,000 had the relevant matter not been disclosed in the supplemental disclosure letter; and

63 • no fact or circumstances having occurred before Completion, which would amount to a material adverse change (being any change, event or effect materially adverse to the (i) business, (ii) assets, (iii) liabilities, (iv) financial condition, or (v) results of operations of the Target Group, which results in a decrease in the value of the Target Group of five per cent. or more).

All of the conditions above may be waived by the Purchaser, other than the condition relating to the written approval from FSC Mauritius.

Termination Rights

The Acquisition Agreement will automatically terminate if the conditions noted above have not been fulfilled by 1 February 2017 unless the parties agree otherwise. The Acquisition Agreement can also be terminated by either the Purchaser or the Vendors to the extent that the other has not fulfilled their completion obligations.

In addition, if at any time prior to Completion the Purchaser becomes aware of:

• any facts, matters or circumstances which constitute or will constitute a material breach of the warranties given pursuant to the Acquisition Agreement; or

• any facts, matters or circumstances which constitute or will constitute a material breach of the Vendors' pre-completion undertakings,

the Purchaser is entitled, in addition to and without prejudice to all other rights or remedies available to it including the right to claim damages, to proceed to Completion so far as practicable having regard to such facts, matters or circumstances or, by notice in writing to the Vendors, to elect to terminate the Acquisition Agreement.

Pre-Completion undertakings of the Vendors

Pursuant to the Acquisition Agreement, among other undertakings, the Vendors have agreed that each member of the Target Group carries on its business in the ordinary and usual course, that no share or loan capital shall be allotted or issued or agreed to be allotted or issued.

Vendors Warranties

The Acquisition Agreement contains warranties, given by the Vendors, and which are limited under the Acquisition Agreement, as to, inter alia:

• the valid incorporation of each member of the Target Group under the laws of its jurisdiction of incorporation;

• the Vendors having the capacity to enter into the Acquisition Agreement and to perform fully their obligations under it in accordance with its terms;

• no Vendor being the subject of any bankruptcy proceedings in any jurisdiction;

• the shares to be acquired pursuant to the Acquisition Agreement comprising the whole of the allotted and issued share capital of the Target Companies and being properly and validly allotted and issued and fully paid;

• certain financial statements of the Target Companies;

• tax;

• properties;

• employee and pension matters;

• material contracts;

64 • intellectual property and IT systems;

• litigation;

• the obtaining of and compliance with applicable licenses;

• provision of trust and director services;

• compliance with applicable legislation and laws; and

• assets.

Limitations

The Vendors shall not be liable in respect of any claim for breach of the warranties (other than claims pursuant to the tax warranties) unless:

• the Vendors' liability in respect of that claim exceeds US$50,000; and

• the aggregate amount of the liability of the Vendors to the Purchaser in respect of all claims for breach of the warranties exceeds US$1,250,000 (disregarding those excluded under the US$50,000 limit referred to above), in which case the Vendors shall be liable for the full aggregate amount of such claims and not only for the excess.

The total aggregate liability of the Vendors in respect of:

• claims in respect of breaches of any of the fundamental warranties (being warranties relating to capacity, corporate matters and title to the shares being sold) and claims for breaches of the Acquisition Agreement and under the tax covenant and the indemnities shall not exceed the amount of the consideration payable under the Acquisition Agreement;

• all other claims for breach of the warranties shall not exceed 60 per cent. of the consideration payable under the Acquisition Agreement; and

• any claims under the warranties (other than the tax warranties) must be made on or before the second anniversary of completion of the Acquisition Agreement and in relation to the tax warranties on or before the date which is six months after the last day a tax authority can claim related underlying tax.

Indemnification

In addition to other indemnities, for a period of ten years from the date of the Acquisition Agreement the Vendors have agreed to indemnify and keep indemnified in full and on demand the Purchaser and the Purchaser's Group from and against any and all reasonable costs, expenses, claims, liabilities, damages, demands and losses of every kind whatsoever, that the Purchaser or any member of the Purchaser's Group may suffer or incur arising out of, or directly or indirectly in connection with (i) the litigation relating to the Dynamic India Fund III, and (ii) certain regulatory enquiries relating to the Dynamic funds, further details of which are set out in paragraphs 15.2.1 and 15.2.2 of Part XV (Additional Information) of this document. The above indemnities are capped at the amount of the consideration payable pursuant to the Acquisition Agreement and the quantum of the Vendors' liability shall be reduced by amounts recovered under certain insurance policies. A tax indemnity, relating to tax liabilities of the Target Group arising prior to Completion has also been given by the Vendors, which is capped at the amount of consideration payable. In addition, if, following Completion, it is discovered by the Purchaser that the Target Group did not have at least the amount of working capital and regulatory capital required to be in the Target Group at Completion then the Vendors shall pay, on demand to the relevant member of the Target Group on a dollar for dollar basis the amount of any shortfall, provided that such demands are made no later than 31 May 2017. If, following Completion, it is discovered by the Purchaser that the Target Group had more than the amount of working capital required to be in the Target Group at Completion then the Purchaser shall pay to the Vendors on a dollar for dollar basis the amount of the excess.

65 Restrictions

The Acquisition Agreement includes certain post-Completion restrictions on the Vendors, including that they may not for the period of two years following the Completion, carry on or be engaged or concerned or interested economically or otherwise in any manner whatsoever in any corporate services business (including, but not limited to, advisory services (including but not limited to legal and tax services), business setup, director and secretarial services, accounting services, listing services, security trustee services, winding-up and insolvency, trademark registration or nominee services), trust services business and/or fund services business carried on in or from within Mauritius.

Lock-up Agreement

Couldiplall Basanta Lala will enter into a Restricted Sale Agreement pursuant to which he shall not be able to offer, sell, contract to sell, pledge, charge, agree to lend, grant options over or otherwise dispose of the Consideration Shares issued to him save that he shall be released from the restriction on making any disposals of Consideration Shares on a pro rata basis over a four year period from Completion with 40 per cent. of the shares being released after two years, 35 per cent. being released after three years and 25 per cent. being released after four years. If Couldiplall Basanta Lala ceases to be an employee and/or director or consultant (as the case may be) of any member of the Target Group by virtue of (i) him resigning (other than in connection with a breach of the terms of the relevant employment agreement by the relevant member of the Target Group; or (ii) the relevant member of the Target Group having terminated the relevant employment agreement in connection with a breach of its terms by him, and to the extent that the relevant shares have not been previously released from the restriction on disposal, the restricted disposal period in relation to any unreleased shares shall, in each case, be extended to six years. To the extent that a claim is made pursuant to the indemnity provisions of the Acquisition Agreement in relation to the litigation relating to Dynamic India Fund III or certain regulatory enquiries relating to the Dynamic funds or any claim is made by the Purchaser in relation to such breach of warranty then to the extent that the Consideration Shares have not been released from the restrictions on disposal an amount of Consideration Shares with a value equal to the amount of the claim will not be released from the restrictions on the relevant release dates while the relevant claim is outstanding. Furthermore, should the Purchaser make a successful claim under these indemnities or the warranties the Company shall have the ability to sell the relevant number of restricted shares on Couldipall's behalf to satsify the payment due pursuant to the claim.

To the extent that Couldiplall Basanta Lala assigns any portion of his Consideration Shares to his daughters (in accordance with the terms of the Acquisition Agreement summarised above), each of Anupama Basanta Lala and Divya Basanta Lala will also enter into Restricted Sale Agreements on substantially the same terms as the Restricted Sale Agreement to be entered into by Couldiplall Basanta Lala.

66 PART III - TERMS AND CONDITIONS OF THE OPEN OFFER

Introduction

As explained in Part I (Letter from the Chairman) of this document, the Company proposes to raise approximately £94.5 million (gross) or £90.1 million (net of expenses) by the issue of the Capital Raising Shares at 490 pence per share.

The Capital Raising consists of a Firm Placing of 11,572,100 Firm Placing Shares and a Placing and Open Offer of 7,714,760 Open Offer Shares.

Pursuant to the Placing, the Open Offer Shares have been conditionally placed with institutional and other investors by Investec (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer). Qualifying Shareholders are being offered the right to subscribe for Open Offer Shares in accordance with the terms of the Open Offer.

The Capital Raising has been fully underwritten by Investec on the terms and subject to the conditions set out in the Sponsor and Placing Agreement. The Capital Raising is conditional on the Sponsor and Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. If the conditions to the Sponsor and Placing Agreement are not satisfied, the Capital Raising will not proceed and application monies in relation to the Open Offer will be returned to applicants (without interest) as soon as possible thereafter. A summary of the principal terms of the Sponsor and Placing Agreement are set out in paragraph 12.6 of Part XV (Additional Information) of this document.

A Qualifying non-CREST Shareholder who has sold or transferred all or part of his holding of Existing Ordinary Shares prior to 30 November 2016, being the last date upon which the Existing Ordinary Shares were marked “ex” the entitlement to the Open Offer by the London Stock Exchange, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his counterparty pursuant to the rules of the London Stock Exchange.

A summary of the arrangements relating to the Open Offer is set out below. This document and, for Qualifying non-CREST Shareholders only, the accompanying Application Form contain the formal terms and conditions of the Open Offer.

Terms and Conditions of the Open Offer

Subject to the terms and conditions set out below and, in the case of Qualifying non-CREST Shareholders, in the Application Form, the Company hereby invites Qualifying Shareholders to apply for Open Offer Shares at the Offer Price, payable in full on application, free of all expenses, up to a pro rata entitlement, which shall be calculated on the basis of:

1 Open Offer Shares for every 15 Existing Ordinary Shares held by them and registered in their names at 6.00 p.m. on the Record Date and so in proportion for any other number of Existing Ordinary Shares then held. Fractions of Open Offer Shares will not be allocated to Qualifying Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Shareholders holding fewer than 15 Existing Ordinary Shares will have no entitlement to subscribe under the Open Offer. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer is 7,714,760 Open Offer Shares.

Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating Qualifying Shareholders’ entitlements under the Open Offer, as will holdings under different designations and in different accounts.

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to and including their maximum entitlement which, in the case of Qualifying non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST

67 Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST. No application in excess of a Qualifying Shareholder’s maximum entitlement will be accepted and any Qualifying Shareholder so applying will be deemed to have applied only for his maximum entitlement, provided that the application is valid and complete in all other respects. Any monies paid in excess of such entitlement will be returned to the applicant (at the applicant’s risk) without interest within 14 days by way of cheque or CREST payment, as appropriate. If a Qualifying Shareholder does not take up any of his entitlement under the Open Offer, his shareholding will be diluted by up to 14.3 per cent. by the issue of the Capital Raising Shares. If a Qualifying Shareholder takes up his full entitlement under the Open Offer, his shareholding will be diluted by up to 8.6 per cent. by the issue of the Firm Placing Shares.

The attention of Qualifying Shareholders and any person (including, without limitation, custodians, nominees, trustees and agents) who has a contractual or other legal obligation to forward this document and/or the Application Form into a jurisdiction other than the UK is drawn to the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer). In particular, subject to the provisions of the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer), Qualifying Shareholders with registered addresses in the United States or any of the Excluded Territories will not be sent Application Forms and will not have their CREST stock accounts credited with Open Offer Entitlements.

The Open Offer Shares have been conditionally placed by Investec with institutional and other investors at the Offer Price but are subject to clawback to satisfy valid applications made by Qualifying Shareholders under the Open Offer.

The action to be taken in relation to the Open Offer depends on whether, at the time at which application and payment is made, a Qualifying Shareholder has an Application Form in respect of his entitlement under the Open Offer or has Open Offer Entitlements credited to his stock account in CREST in respect of such entitlement:

• A Qualifying Shareholder who has received an Application Form with this document should refer to the section “If a Qualifying Shareholder has an Application Form in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer).

• A Qualifying Shareholder who holds his Existing Ordinary Shares in CREST and has received a credit of Open Offer Entitlements to his CREST stock account should refer to the section “If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer) and also to the CREST Manual for further information on the CREST procedures referred to below.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear’s Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights under the Open Offer. Instead, any Open Offer Shares not taken up by Qualifying Shareholders will be sold for the benefit of the Company under the Placing.

Before making any decision to acquire Open Offer Shares, a Qualifying Shareholder should read and carefully consider all the information in this document, including, in particular, the important information set out in Part I (Letter from the Chairman) of this document, as well as the section “The Open Offer” of this Part III (Terms and Conditions of the Open Offer) and the risk factors set out on pages 23 to 39 (inclusive) of this document. Shareholders will experience dilution of their shareholdings by the issue of the Capital Raising Shares. The material terms of the Capital Raising are contained in this document.

68 The Existing Ordinary Shares are listed on the premium segment of the Official List and traded on the London Stock Exchange’s Main Market. Applications will be made to the FCA and to the London Stock Exchange for the Open Offer Shares to be issued in the Capital Raising to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market. It is expected that Admission of the Capital Raising Shares will become effective on at 8.00 a.m. on 19 December 2016 and that dealings for normal settlement in the Capital Raising Shares will commence on the same day at 8.00 a.m. on the London Stock Exchange. The Capital Raising Shares and the Existing Ordinary Shares are in registered form and can be held in certificated and uncertificated form.

The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is accordingly required for the Open Offer Shares; all such shares, when issued and fully paid, may be held and transferred by means of CREST.

Application has been made for the Open Offer Entitlements to be admitted to CREST. The conditions for such admission have already been met and the Open Offer Entitlements are expected to be admitted to CREST with effect from 1 December 2016.

The Capital Raising Shares will, when issued and fully paid, be identical to and rank in full for all dividends or other distributions declared, made or paid after Admission of the Capital Raising Shares and in all other respects will rank pari passu with the Existing Ordinary Shares in issue. No temporary documents of title will be issued. Further details of the rights attaching to the Capital Raising Shares are set out in paragraph 4.1 of Part XV (Additional Information) of this document.

The ISIN for the Capital Raising Shares will be the same as that of the Existing Ordinary Shares being JE00BVRZ8S85.

If, for any reason, it becomes necessary to adjust the expected timetable as set out in this document, the Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates.

Conditions of the Capital Raising

The Capital Raising is conditional upon the Sponsor and Placing Agreement becoming unconditional in all respects by 8.00 a.m. on 19 December 2016 (or such later time and/or date as the Company or Investec and the Company, respectively, may agree, being not later than 8.00 a.m. on 30 December 2016) and the Sponsor and Placing Agreement not being terminated in accordance with its terms. The Sponsor and Placing Agreement is conditional, among other things, upon:

• the Company having complied with its obligations under the Sponsor and Placing Agreement, which fail to be performed on or prior to Admission of the Capital Raising Shares;

• Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 19 December 2016 (or such later time and/or date as Investec and the Company may agree, being not later than 8.00 a.m. on 30 December 2016); and

• the passing of the Resolutions at the General Meeting.

It is expected that all these conditions will be satisfied by 8.00 a.m. on 19 December 2016, that Admission of the Capital Raising Shares will become effective at 8.00 a.m. on 19 December 2016, and that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 19 December 2016. Definitive certificates in respect of Capital Raising Shares will be prepared and are expected to be posted by 21 December 2016 to those allottees who have validly elected to hold their shares in certificated form. In respect of those allottees who have validly elected to hold their shares in uncertificated form, the Capital Raising Shares are expected to be credited to their accounts maintained in the CREST system as soon as practicable after 8.00 a.m. on 19 December 2016.

Further details of the Sponsor and Placing Agreement are set out in paragraph 12.6 of Part XV (Additional Information) of this document. If the Sponsor and Placing Agreement does not become unconditional in all respects by 8.00 a.m. on 19 December 2016 (or such later time and/or date as Investec and the Company may agree, being not later than 8.00 a.m. on 30 December 2016), or the Sponsor and Placing Agreement

69 is terminated in accordance with its terms, the Capital Raising will be revoked and will not proceed. In such event, no Capital Raising Shares will be issued, and all monies received by Equiniti in connection with the Open Offer will be returned to applicants without interest and at their risk as soon as practicable and any Open Offer Entitlements admitted to CREST will thereafter be disabled.

No temporary documents of title will be issued in respect of Open Offer Shares held in uncertificated form. Definitive certificates in respect of Open Offer Shares taken up under the Open Offer are expected to be posted by no later than 21 December 2016 to those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in certificated form. In respect of those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in uncertificated form, the Open Offer Shares are expected to be credited to their stock accounts maintained in CREST as soon as practicable after 8.00 a.m. on 19 December 2016.

Procedure for application and payment

The action to be taken by Qualifying Shareholders in respect of the Open Offer depends on whether, at the relevant time, the Qualifying Shareholder is a Qualifying non-CREST Shareholder who has an Application Form in respect of his entitlement under the Open Offer or, in the case of a Qualifying CREST Shareholder, if he has Open Offer Entitlements credited to his CREST stock account in respect of such entitlement.

Subject to the section “If a Qualifying Shareholder has an Application Form in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer), Qualifying Shareholders who hold their Existing Ordinary Shares in certificated form will be allotted Open Offer Shares in certificated form to the extent that their entitlement to the Open Offer Shares arises as a result of holding Existing Ordinary Shares in certificated form. Qualifying Shareholders who hold their Existing Ordinary Shares in uncertificated form will be allotted Open Offer Shares in uncertificated form to the extent that their entitlement to the Open Offer Shares arises as a result of holding Existing Ordinary Shares in uncertificated from. However, it will be possible to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal is set out in the section “If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer).

CREST-sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements of such members held in CREST. CREST members who wish to apply under the Open Offer in respect of their Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below.

If a Qualifying Shareholder does not wish to apply to acquire Open Offer Shares, he should not complete or return the Application Form or submit a USE instruction (as applicable).

If a Qualifying Shareholder has an Application Form in respect of his entitlement under the Open Offer

General

Subject as provided in the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer) in relation to certain Overseas Shareholders, Qualifying non-CREST Shareholders will have received an Application Form enclosed with this document. The Application Form shows the number of Existing Ordinary Shares registered in the name of the corresponding Qualifying Shareholder at 6.00 p.m. on the Record Date. It also shows the maximum number of Open Offer Shares for which such Qualifying Shareholder is entitled to apply in respect of such Qualifying Shareholder’s Open Offer Entitlements on the basis set out in the section “If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer), as shown by the total number of Open Offer Entitlements allocated therein. Fractions of Open Offer Shares will not be allocated to Qualifying Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. The fractional entitlements will be aggregated and sold for the benefit of the Company under the Placing. Accordingly, Qualifying Shareholders holding fewer than 15 Existing Ordinary Shares will have no entitlement to

70 subscribe under the Open Offer. The aggregate number of Open Offer Shares available for subscription under the Open Offer is 7,714,760 Open Offer Shares. A Qualifying Shareholder may apply for less than his full Open Offer Entitlement should he wish to do so. A Qualifying Shareholder may also hold such an Application Form by virtue of a bona fide market claim.

The instructions and other terms set out in the Application Form form part of the terms of the Open Offer.

Subject to certain exceptions, the Application Form has not been, and will not be, sent to Overseas Shareholders in, or with registered addresses in, the United States or Canada or any of the other Excluded Territories and brokers, banks and other agents may not send an Application Form to, or submit Application Forms on behalf of, Overseas Shareholders in, or with addresses in any of these countries or a person (including, without limitation, stockbrokers, banks or other agents) who has a contractual or other legal obligation to forward this document into a jurisdiction other than the United Kingdom.

Market claims

Applications to acquire Open Offer Shares may only be made on the Application Form and may only be made by the Qualifying non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked “ex” the entitlement to the Open Offer by the London Stock Exchange, being 30 November 2016. Application Forms may be split up to 3.00 p.m. on 12 December 2016 who has sold or transferred all or part of his holding of Existing Ordinary Shares prior to 30 November 2016, being the last date upon which the Existing Ordinary Shares were marked “ex” the entitlement to the Open Offer by the London Stock Exchange, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his counterparty pursuant to the rules of the London Stock Exchange. Qualifying non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 6 on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The purchaser or transferee may then apply to acquire Open Offer Shares by completing Box 7 on the Application Form (if the Open Offer Shares are to be settled outside of CREST), or Box 9 on the Application Form (if the purchaser or transferee wishes to deposit the Open Offer Shares into CREST). The Application Form should not, however, be forwarded to or transmitted in or into the United States (subject to certain exceptions) or any of the Excluded Territories.

If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedures set out in the section “If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer).

Application procedures

If a Qualifying non-CREST Shareholder wishes to apply for all or some of his entitlement to Open Offer Shares under the Open Offer he should complete and sign the Application Form in accordance with the instructions printed on it and send it, together with the appropriate remittance and in accordance with the instructions in the section “If a Qualifying Shareholder has an Application Form in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer) by post or by hand (during normal business hours only) to Equiniti Limited, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom ("Equiniti") so as to be received no later than 11.00 a.m. on 14 December 2016. A reply-paid envelope is enclosed for use by Qualifying non-CREST Shareholders in connection with the Open Offer.

Qualifying non-CREST Shareholders should note that Equiniti cannot provide financial advice on the merits of the Open Offer or as to whether or not a Qualifying non-CREST Shareholder should take up his entitlement to Open Offer Shares under the Open Offer. If any Application Form is sent by first-class post within the United Kingdom, Qualifying non-CREST Shareholders are recommended to allow at least four Business Days for delivery.

71 If Open Offer Shares have already been allotted to a Qualifying non-CREST Shareholder and such Qualifying non-CREST Shareholder's cheque or bankers' draft is not honoured upon first presentation or such Qualifying non-CREST Shareholder's application is subsequently otherwise deemed to be invalid, the Company shall be authorised (in its absolute discretion as to manner, timing and terms) to make arrangements for the sale of such Qualifying non-CREST Shareholder's Open Offer Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by the Company. None of Equiniti, Investec or the Company nor any other person, shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying non-CREST Shareholder as a result.

Payments

All payments must be in pounds sterling and cheques or banker’s drafts should be made payable to “Equiniti Limited re: Sanne Group plc Open Offer” and crossed “A/C payee only”. Cheques or banker’s drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques and banker’s drafts to be cleared through the facilities provided by any of those companies or committees. Such cheques or banker’s drafts must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application.

Cheques must be drawn on the personal account of the individual investor where they have sole or joint title to the funds. Third-party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the building society cheque or banker’s draft to such effect. The account name should be the same as that shown on the application.

Cheques or banker’s drafts will be presented for payment upon receipt. Post-dated cheques may not be accepted. The Company reserves the right to instruct Equiniti to seek special clearance of cheques and banker’s drafts to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest earned on such payments will accrue for the benefit of the Company. It is a term of the Open Offer that cheques shall be honoured on first presentation, and the Company may elect, in its absolute discretion, to treat as invalid acceptances in respect of which cheques are not so honoured.

Application monies will be paid into a separate bank account pending the Capital Raising becoming unconditional. In the event that it does not become unconditional by 8.00 a.m. on 19 December 2016 or such later time and date as Investec and the Company shall agree (being not later than 8.00 a.m. on 30 December 2016), the Open Offer will lapse and application monies will be returned by post to applicants, at the applicants’ risk and without interest, to the address set out on the Application Form, within 14 days thereafter. Any interest earned on monies held in the separate bank account will be retained for the benefit of the Company.

Incorrect or incomplete applications

If a Qualifying non-CREST Shareholder includes payment for an incorrect sum, the Company through Equiniti reserves the right:

(A) to reject the application in full and refund the payment to the Qualifying non-CREST Shareholder in question;

(B) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the Qualifying non-CREST Shareholder in question; or

72 (C) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the application form refunding any unutilised sum to the Qualifying non- CREST Shareholder in question.

The Company may, in its sole discretion treat as valid (and binding on the Qualifying non-CREST Shareholder concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part III (Terms and Conditions of the Open Offer).

Effect of application

All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant’s own risk. By completing and delivering an Application Form, the applicant:

(A) represents and warrants that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis;

(B) agrees that all applications, and contracts resulting therefrom, under the Open Offer and any non- contractual obligations related thereto shall be governed by, and construed in accordance with, the laws of England and Wales;

(C) confirms that in making the application he is not relying on any information or representation in relation to the Group other than that contained in this document, and he accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all information contained in this document (including information incorporated by reference);

(D) represents and warrants that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlement or, if he has received any Open Offer Entitlements from a person other than the Company, he is entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;

(E) requests that the Open Offer Shares to which he will become entitled be issued to him on the terms set out in this document and the Application Form and subject to the Articles;

(F) represents and warrants that he is not a person, and is not applying on behalf of any such person, who by virtue of being resident in or a citizen of any country outside the United Kingdom, or a corporation, partnership or other entity created or organised outside the United Kingdom is prevented by the law of any relevant jurisdiction from lawfully applying for Open Offer Shares;

(G) unless otherwise agreed by the Company in its sole discretion, represents and warrants to the Company, Investec and the Registrar that such person (a) is not located in the United States or any other Excluded Territory; (b) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Open Offer Shares; (c) is not exercising for the account of any person who is located in the United States, unless (1) the instruction to exercise was received from a person outside the United States and (2) the person giving such instruction has confirmed that (x) it has the authority to give such instruction and (y) either (A) it has investment discretion over such account or (B) it is an investment manager or investment company that is acquiring the Open Offer Shares in an “offshore transaction” within the meaning of Regulation S; and (d) it is not acquiring the Open Offer Shares with a view to offer, sale, resale, transfer, delivery or distribution, directly or indirectly, or any such Open Offer Shares into the United States, any of the Excluded Territories or any other jurisdiction referred to in (b) above;

(H) represents and warrants that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations

73 1986 at any of the increased rates referred to in Section 93 (depositary receipts) or Section 96 (clearance services) of the Finance Act 1986; and

(I) confirms that in making the application he is not relying and has not relied on Investec or any parties affiliated with it in connection with any investigation of the accuracy of any information contained in this document or his investment decision.

Further representations and warranties are included in the Application Form.

If a Qualifying non-CREST Shareholder is in doubt as to whether or not he should apply for any of the Open Offer Shares under the Open Offer, he should consult his independent financial adviser immediately. All enquiries in relation to the procedure for application for Qualifying non-CREST Shareholders under the Open Offer should be addressed to Equiniti or by telephone to the Shareholder Helpline on 0371 384 2050 or, if telephoning from outside the United Kingdom, on +44 121 415 0259. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones, and calls may be recorded and monitored randomly for security and training purposes. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Open Offer or give any financial, legal or tax advice.

If a Qualifying non-CREST Shareholder does not wish to apply for any of the Open Offer Shares to which he is entitled under the Open Offer, he should not complete or return the Application Form.

If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer

General

Subject as provided in the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer) in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlements. Open Offer Entitlements to the Open Offer Shares will be rounded down to the nearest whole number. Any fractional entitlement to Open Offer Shares arising will be aggregated and sold for the benefit of the Company under the Placing.

The CREST stock account to be credited will be an account under the Participant ID and Member Account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements have been allocated.

If, for any reason, the Open Offer Entitlements cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders cannot be credited by, 8.00 a.m. on 1 December 2016 or such later time as the Company may decide, an Application Form will be sent out to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements which should have been credited to his stock account in CREST. In these circumstances the expected timetable as set out in this document will be adjusted as appropriate and the provisions of this document applicable to Qualifying non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive Application Forms.

CREST members who wish to apply for some or all of their entitlements to Open Offer Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST-sponsored member you should consult your CREST sponsor if you wish to apply for Open Offer Shares as only that CREST sponsor will be able to take the necessary action to make this application in CREST.

Market claims

The Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims

74 Processing Unit as “cum” the Open Offer Entitlements will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) will thereafter be transferred accordingly.

USE instructions

CREST members who wish to apply for Open Offer Shares in respect of all or some of their Open Offer Entitlements in CREST must send (or, if they are a CREST-sponsored member, procure that their CREST sponsor sends) an Unmatched Stock Event ("USE") instruction to Euroclear which, on its settlement, will have the following effect:

(A) the crediting of a stock account of Equiniti under the Participant ID and Member Account ID specified below, with a number of Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and

(B) the creation of a CREST payment, in accordance with the CREST payment arrangements, in favour of the payment bank of Equiniti in respect of the amount specified in the USE instruction which must be the full amount payable on application for the number of Open Offer Shares referred to in sub- paragraph (A) above.

Content of USE instructions in respect of Open Offer Entitlements

The USE instruction must be properly authenticated in accordance with Euroclear’s specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

(A) the number of Open Offer Shares for which application is being made (and hence the number of the Open Offer Entitlement(s) being delivered to Equiniti);

(B) the ISIN of the Open Offer Entitlements. This is JE00BYZZXL95;

(D) the Participant ID of the accepting CREST Member;

(E) the Participant ID of Equiniti, in its capacity as a CREST receiving agent. This is 2RA53;

(F) the Member Account ID of Equiniti, in its capacity as a CREST receiving agent. This is RA245101;

(G) the amount payable by means of a CREST payment on settlement of the USE instruction. This must be the full amount payable on application for the number of Open Offer Shares referred to in sub-paragraph (A) above;

(H) the intended settlement date. This must be on or before 11.00 a.m. on 14 December 2016; and

(I) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 14 December 2016.

In order to assist prompt settlement of the USE instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE instruction:

(A) a contact name and telephone number (in the free-format shared note field); and

(B) a priority of at least 80.

CREST members and, in the case of CREST-sponsored members, their CREST sponsors should note that the last time at which a USE instruction may settle on 14 December 2016 in order to be valid is 11.00 a.m. on that day.

75 In the event that the Capital Raising does not become unconditional by 8.00 a.m. on 19 December 2016 or such later time and date as Investec and the Company shall agree (being no later than 8.00 a.m. on 30 December 2016), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and Equiniti will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, within 14 days thereafter. Any interest earned on such monies will be retained for the benefit of the Company.

Deposit of Open Offer Entitlements into, and withdrawal from, CREST

A Qualifying non-CREST Shareholder’s entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in his Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.

A holder of an Application Form who is proposing to deposit the entitlement set out in such form is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 14 December 2016.

In particular, having regard to normal processing times in CREST and on the part of Equiniti, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on 9 December 2016, and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 8 December 2016, in either case, so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements prior to 11.00 a.m. on 14 December 2016.

Delivery of an Application Form with the CREST Deposit Form duly completed, whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company and Equiniti by the relevant CREST member(s) that, subject to certain exceptions: (A) he is not a citizen of, or resident in, the United States, any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares; (B) he is not acting for the account or benefit of a person who is a citizen of or resident in or otherwise located within the United States, any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares and was not acting for the account or benefit of such a person at the time the instruction to apply for the Open Offer Shares was given; (C) he is not acquiring the Open Offer Shares with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of any such Open Offer Shares into the United States, any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for Open Offer Shares, in each case, except where proof satisfactory to the Company has been provided that he is entitled to take up his entitlement without breach of applicable law; and (D) where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.

Validity of application

A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 14 December 2016 will constitute a valid application under the Open Offer.

CREST procedures and timings

CREST members and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and

76 limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST-sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 14 December 2016. In this connection, CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Incorrect or incomplete applications

If a USE instruction includes a CREST payment for an incorrect sum, the Company through Equiniti reserves the right:

(A) to reject the application in full and refund the payment to the CREST member in question;

(C) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the USE instruction refunding any unutilised sum to the CREST member in question.

Effect of valid application

A CREST member who makes or is treated as making a valid application in accordance with the above procedures thereby:

(B) agrees to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Equiniti's payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application);

(C) requests that the Open Offer Shares to which he will become entitled be issued to him on the terms set out in this document and subject to the Articles;

(D) agrees that all applications and contracts resulting therefrom under the Open Offer and any non- contractual obligations related thereto shall be governed by, and construed in accordance with, the laws of England and Wales;

(E) represents and warrants that he is not a person, and is not applying on behalf of any such person, who by virtue of being resident in or a citizen of any country outside the United Kingdom, or a corporation, partnership or other entity created or organised outside the United Kingdom is prevented by the law of any relevant jurisdiction from lawfully applying for Open Offer Shares;

(F) unless otherwise agreed by the Company in its sole discretion, represents and warrants to the Company, Investec and the Registrar that such person (a) is not located in the United States or any other Excluded Territory; (b) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Open Offer Shares; (c) is not exercising for the account of any person who is located in the United States, unless (1) the instruction to exercise was received from a person outside the United States and (2) the person giving such instruction has confirmed that (x) it has the authority to give such instruction and (y) either (A) it has investment discretion over such account

77 or (B) it is an investment manager or investment company that is acquiring the Open Offer Shares in an “offshore transaction” within the meaning of Regulation S; and (d) it is not acquiring the Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into the United States, any of the Excluded Territories or any other jurisdiction referred to in (b) above;

(G) represents and warrants that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (Depository receipts) or section 96 (Clearance services) of the Finance Act 1986;

(H) confirms that in making the application he is not relying and has not relied on Investec or any parties affiliated with it in connection with any investigation of the accuracy of any information contained in this document or his investment decision;

(I) confirms that, in making such application, he is not relying on any information or representation in relation to the Company other than that contained in this document and he accordingly agrees that no person responsible solely or jointly for this document or any part thereof or involved in the preparation thereof shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all the information contained in this document (including information incorporated by reference); and

(J) represents and warrants that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlements or that he has received such Open Offer Entitlements by virtue of a bona fide market claim.

The Company’s discretion as to rejection and validity of applications

The Company may, in its sole discretion:

(A) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part III (Terms and Conditions of the Open Offer);

(B) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as the Company may determine;

(C) treat a properly authenticated dematerialised instruction (in this sub-paragraph, the “first instruction”) as not constituting a valid application if, at the time at which Equiniti receives a properly authenticated dematerialised instruction giving details of the first instruction or thereafter, either the Company or Equiniti has received actual notice from Euroclear of any of the matters specified in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and

(D) accept an alternative instruction or notification from a CREST member or CREST-sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST-sponsored member or (where applicable) CREST sponsor, the CREST member or CREST-sponsored member is unable validly to apply for Open Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Equiniti in connection with CREST.

78 The Company reserves the right to reject any Application Form or USE Instruction if it has reason to believe such representations and warranties cannot be given.

The Company also reserves the right to treat as invalid any Application Form that appears to the Company or its agents to have been executed in or despatched from the United States or by any US Person, or that provides an address in the United States for the acceptance of the Open Offer Shares, or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements.

Money Laundering Regulations

Holders of Application Forms

It is a term of the Open Offer that, to ensure compliance with the Money Laundering Regulations 2007 (as amended and supplemented), Equiniti may require, in its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment (which requirements are referred to below as the “verification of identity requirements”).

The person(s) (the “applicant”) who, by lodging an Application Form with payment, and in accordance with the other terms as described above, accept(s) the Open Offer in respect of the Open Offer Shares (the relevant shares) comprised in such Application Form shall thereby be deemed to agree to provide the Equiniti with such information and other evidence as it may require to satisfy the verification of identity requirements.

Equiniti may therefore undertake electronic searches for the purposes of verifying identity. To do so, Equiniti may verify the details against the applicant’s identity, but also may request further proof of identity.

If Equiniti determines that the verification of identity requirements apply to any applicant or application, the relevant shares (notwithstanding any other term of the Open Offer) will not be issued to the applicant unless and until the verification of identity requirements have been satisfied in respect of that application. Equiniti is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied, and neither Equiniti nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable period of time and in any event by not later than 11 a.m. on 14 December 2016, following a request for verification of identity, Equiniti has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, terminate the contract of allotment in which event the monies payable on acceptance of the Open Offer will be returned at the applicant’s risk and without interest to the account of the bank from which such monies were originally debited (without prejudice to the right of the Company to take proceedings to recover the amount by which the net proceeds of sale of the relevant Open Offer Shares fall short of the amount payable thereon).

Submission of an Application Form with the appropriate remittance will constitute a warranty from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

The verification of identity requirements will not usually apply:

(i) if the applicant is an organisation required to comply with the Money Laundering Directive (the Council Directive on the prevention of the use of the financial system for the purpose of money laundering (no. 91/308/EEC);

(ii) if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations;

(iii) if the applicant (not being an applicant who delivers his application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; or

79 (iv) if the aggregate subscription price for the relevant shares is less than the sterling equivalent of €15,000 (approximately £12,712 (as at the Latest Practicable Date)).

In other cases, the verification of identity requirements may apply. The following guidance is provided in order to assist in satisfying the verification of identity requirements and to reduce the likelihood of difficulties or delays and potential rejection of an application (but does not limit the right of Equiniti to require verification of identity as stated above). Satisfaction of the verification of identity requirements may be facilitated in the following ways:

(A) if payment is made by building society cheque (not being a cheque drawn on an account of the applicant) or banker’s draft, by the building society or bank endorsing on the cheque or draft the applicant’s name and the number of an account held in the applicant’s name at such building society or bank, such endorsement being validated by a stamp and an authorised signature by the building society or bank on the reverse of the cheque or banker’s draft;

(B) if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the current non-European Union members of which are Argentina, Australia, Brazil, Canada, Hong Kong, Iceland, India, Japan, Mexico, New Zealand, Norway, People’s Republic of China, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland, Turkey, the United States of America and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide written confirmation that it has that status with the Application Form and written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will, on demand, make such evidence available to Equiniti or the relevant authority.

(C) in order to confirm the acceptability of any written assurance referred to in sub-paragraph (B) above or any other case, the applicant should contact Equiniti; or

(D) if (an) Application Form(s) is/are in respect of relevant shares with an aggregate subscription price of the sterling equivalent of €15,000 (currently approximately £12,712 at the Latest Practicable Date) or more and is/are lodged by hand by the applicant in person, he should ensure that he has with him evidence of identity bearing his photograph (for example, his passport) and evidence of his address.

Third-party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the building society cheque or banker’s draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

If a Qualifying Shareholder delivers an Application Form by hand, he should ensure that he has with him evidence of identity bearing his photograph (for example, a passport). If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 14 December 2016, Equiniti has not received evidence satisfactory to it as aforesaid, Equiniti may, at its discretion, as agent of the Company, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to receive monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

Open Offer Entitlements in CREST

If a Qualifying Shareholder holds his Open Offer Entitlements in CREST and applies for Open Offer Shares in respect of all or some of his Open Offer Entitlements as agent for one or more persons and he is not a UK or EU regulated person or institution (for example, a UK financial institution), irrespective of the value of the application, Equiniti is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf the application is being made. Such Qualifying Shareholder must therefore

80 contact Equiniti before sending any USE instruction or other instruction so that appropriate measures may be taken.

Submission of a USE instruction which, on its settlement, constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to provide promptly to Equiniti such information as may be specified by Equiniti as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to Equiniti as to identity, Equiniti may, in its absolute discretion, take, or omit to take, such action as it may determine to prevent or delay issue of the Open Offer Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the Open Offer Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.

Overseas Shareholders

General

The making of the Open Offer to Overseas Shareholders may be affected by the laws or regulatory requirements of the relevant jurisdiction. Overseas Shareholders who are in any doubt in this respect should consult their professional advisers without delay.

Whilst Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are resident in, or citizens of, countries other than the United Kingdom are entitled to participate in the Open Offer, the ability of those persons to take up their allocations may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to all legal, tax, regulatory or other formalities required to enable them to take up their allocations, including whether they require any governmental or other consents or need to observe any other formalities in such territory including paying any issue, transfer or other taxes. The comments set out in the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer) are intended as a general guide only and any Overseas Shareholder should seek professional advice without delay.

No action has been or will be taken by the Company or any other person to permit a public offering or distribution of this document or the Application Form in any jurisdiction where action for that purpose may be required, other than in the UK.

No person receiving a copy of this document and/or an Application Form and/or receiving a credit of Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form or credit of Open Offer Entitlements to a stock account in CREST, unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form or credit of Open Offer Entitlements to a stock account in CREST could lawfully be used without contravention of any legislation or other local regulatory requirements. Receipt of this document and/or an Application Form or the crediting of Open Offer Entitlements to a stock account in CREST does not constitute an invitation or offer to Overseas Shareholders in the territories in which it would be unlawful to make an invitation or offer and, in such circumstances, this document and/or any Application Forms are sent for information only. It is the responsibility of any Shareholder receiving a copy of this document and/or an Application Form and/or receiving a credit of Open Offer Entitlements to a stock account in CREST outside the United Kingdom and wishing to make an application for any Open Offer Shares to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such other territory.

Due to restrictions under the securities laws of the Excluded Territories and certain commercial considerations, Application Forms will not be sent to, and Open Offer Entitlements will not be credited to stock accounts in CREST of, Shareholders in Excluded Territories or their agents or intermediaries, except where the Company is satisfied, at its sole and absolute discretion, that such action would not result in the contravention of any registration or other legal requirement in the relevant jurisdiction.

81 Persons (including, without limitation, stockbrokers, banks and other agents) receiving an Application Form and/or receiving a credit of Open Offer Entitlements to a stock account in CREST should not, in connection with the Open Offer, distribute or send the Application Form or transfer the Open Offer Entitlements into any jurisdiction where to do so would or might contravene local securities laws or regulations.

If an Application Form or a credit of Open Offer Entitlements to a stock account in CREST is received by any person in any such jurisdiction or by the stockbrokers, banks and other agents or nominees of such person, he must not seek to take up the Open Offer Shares except pursuant to an express agreement with the Company. Any person who does forward an Application Form or transfer the Open Offer Entitlements into any such jurisdiction, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this paragraph. The Company reserves the right to reject an Application Form or transfer of Open Offer Entitlements from or in favour of Shareholders in any such jurisdiction or persons who are acquiring Open Offer Shares for resale in any such jurisdiction.

The Company reserves the right, in its absolute discretion, to treat as invalid any application for Open Offer Shares under the Open Offer, and the Company will not be bound to allot or issue any Open Offer Shares in respect of any acceptance or purported acceptance of the offer of Open Offer Shares, if it appears to the Company or its agents that such application or acceptance thereof may involve a breach of the laws or regulations of any jurisdiction or if in respect of such application the Company has not been given the relevant warranty concerning overseas jurisdictions set out in the Application Form or in this document, as appropriate. All payments under the Open Offer must be made in pounds sterling.

The Company is not making any representation to any offeree or purchaser of Open Offer Shares regarding the legality of an investment in the Open Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

United States and Excluded Territories

United States

None of the Capital Raising Shares or the Open Offer Entitlements have been, or will be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Capital Raising Shares or the Open Offer Entitlements in the United States.

The Company has not been, and will not be, registered under the US Investment Company Act and Investors will not be entitled to the benefits of that Act.

The Capital Raising Shares made available under the Capital Raising are being offered and sold (i) in the United States only to persons reasonably believed to be a qualified institutional buyers ("QIB") and a major US institutional investor ("MII") and who have duly executed a US investor letter in the form provided by the Company or Investec and delivered the same to the Company and Investec in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; and (ii) outside the United States in offshore transactions in reliance on Regulation S.

Prospective purchasers are hereby notified that sellers of the Capital Raising Shares may be relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A.

Accordingly, the Company is not extending the Open Offer into the United States unless an exemption from the registration requirements of the US Securities Act is available and, subject to certain exceptions set out below, none of this document, the Application Form nor the crediting of Open Offer Entitlements to a stock account in CREST constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any Open Offer Shares in the United States. Subject to certain limited exceptions, neither this document nor the Application Form will be sent to, and neither Open Offer Entitlements nor Open Offer Shares will be credited to a stock account in CREST of, any Qualifying Shareholder with a registered address in the United States. Subject to certain limited exceptions, Application Forms sent

82 from or postmarked in the United State, or including a United States registered address, will be deemed to be invalid and all persons acquiring Open Offer Shares and wishing to hold such Open Offer Shares in registered form must provide an address outside the United States for registration of the Open Offer Shares.

The Company reserves the right to treat as invalid any Application Form that appears to the Company or its agents to have been executed in, or despatched from, the United States, or that provides an address in the United States for the receipt of Open Offer Shares, or which does not make the warranties set out in the Application Form or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements. In addition, except as set out below, any person exercising Open Offer Entitlements must make the representations and warranties set out in the section “If a Qualifying Shareholder has an Application Form in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer), as appropriate. Accordingly, except as set out below, the Company reserves the right to treat as invalid (i) any Application Form which does not make the representations and warranties set out in the section “Procedure for application and payment” of this Part III (Terms and Conditions of the Open Offer) and (ii) any USE Instruction which does not make the representations and warranties set out in the section “If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer). The attention of persons holding for the account of persons located in the United States or located or resident in any of the Excluded Territories is directed to such paragraphs. In addition, the Company and/or Investec reserve the right to reject any USE instruction sent by or on behalf of any CREST member with a registered address in the United States or appears to the Company to have been despatched from the United States or any other Excluded Territory, in a manner which may involve a breach of the laws of any jurisdiction or they or their agents believe may violate any applicable legal or regulatory requirement, or which does not make the representations and warranties set out in the section “If a Qualifying Shareholder has an Application Form in respect of his entitlement under the Open Offer” of this Part III (Terms and Conditions of the Open Offer).

Notwithstanding the foregoing, Open Offer Shares may be made available under the Open Offer to a limited number of Qualifying Shareholders in the United States who are QIBs and a MII in the sole discretion of or as otherwise agreed by the Company, in consultation with Investec and in a manner designed not to require registration of the Open Offer Shares under the US Securities Act.

Any person in the United States into whose possession this document comes should inform himself about and observe any applicable legal restrictions; any such person in the United States who is not a QIB or a MII is required to disregard this document.

No representation has been, or will be, made by the Company or Investec as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the reoffer, pledge or transfer of the Capital Raising Shares.

Other Excluded Territories

Due to the restrictions under the securities laws of the Excluded Territories, Shareholders who have registered addresses in or who are resident or ordinarily resident in, or citizens of, any Excluded Territories will not, subject to certain exceptions, qualify to participate in the Open Offer and will not be sent an Application Form and no Open Offer Entitlements will be credited to their CREST stock accounts.

The Capital Raising Shares have not been and will not be registered under the relevant laws of any of the Excluded Territories or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any of the Excluded Territories or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Excluded Territories except pursuant to an applicable exemption.

Representations and warranties relating to Overseas Shareholders

Qualifying non-CREST Shareholders

83 Any person completing and returning an Application Form or requesting registration of the Open Offer Shares comprised therein represents and warrants to the Company and the Registrar that, except where proof has been provided to the Company’s satisfaction that such person’s use of the Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (A) such person is not requesting registration of the relevant Open Offer Shares from within any Excluded Territory; (B) such person is not in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares or to use the Application Form in any manner in which such person has used or will use it; (C) such person is not acting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in (B) above at the time the instruction to accept was given; and (D) such person is not acquiring Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories. The Company and/ or the Registrar may treat as invalid any acceptance or purported acceptance of the allotment of Open Offer Shares comprised in an Application Form if it: (I) appears to the Company or its agents to have been executed, effected or dispatched from an Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; (II) provides an address in an Excluded Territory for delivery of the share certificates of Open Offer Shares (or any other jurisdiction outside the UK in which it would be unlawful to deliver such share certificates); or (III) purports to exclude the representation and warranty required by this sub-paragraph (i).

Qualifying CREST Shareholders

A CREST member or CREST-sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part III (Terms and Conditions of the Open Offer) represents and warrants to the Company that, except where proof has been provided to the Company’s satisfaction that such person’s acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (A) neither it nor its client is within any Excluded Territory; (B) neither it nor its client is in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares; (C) it is not accepting on a non- discretionary basis for a person located within any Excluded Territory or any territory referred to in (B) above at the time the instruction to accept was given; and (D) neither it nor its client is acquiring any Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories. A CREST member or CREST-sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part III (Terms and Conditions of the Open Offer) also represents and warrants that it is making an application for Open Offer Shares for its own long-term investment and will not sell, dispose of or transfer the Open Offer Shares allocated to it as part of the Open Offer within a period of six months from the date of allotment of such Open Offer Shares.

Waiver

The provisions of this Part III (Terms and Conditions of the Open Offer) and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company, in its absolute discretion. Subject to this, the provisions of the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer) supersede any terms of the Open Offer inconsistent herewith. References in the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer) to Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of the section “Overseas Shareholders” of this Part III (Terms and Conditions of the Open Offer) shall apply to them jointly and to each of them.

Withdrawal rights

Qualifying Shareholders wishing to exercise statutory withdrawal rights under Section 87Q(4) of FSMA after publication by the Company of a supplementary prospectus supplementing this document must do so by lodging a written notice of withdrawal which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the Participant ID and the Member Account ID of such CREST member, with Equiniti (Jersey) Limited, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, so as to be received by no later than two business days after the date on which the supplementary prospectus is published, withdrawal

84 being effective as at posting of the written notice of withdrawal. Notice of withdrawal given by any other means or which is deposited with or received by Equiniti after expiry of such period will not constitute a valid withdrawal, provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant Qualifying Shareholder of its subscription in full and the allotment of Open Offer Shares to such Qualifying Shareholder becoming unconditional, save to the extent required by statute. In such event, Shareholders are advised to seek independent legal advice.

Taxation

Information regarding the United Kingdom in respect of the Capital Raising Shares and the Capital Raising is set out in Part XII (Taxation) of this document. If a Qualifying Shareholder is in any doubt about his tax position or is subject to tax in a jurisdiction other than the United Kingdom, he should consult his professional advisers without delay.

Listing, settlement, dealings and publication

Applications will be made to the FCA for the Capital Raising Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for them to be admitted to trading on the Main Market subject to the fulfilment of the conditions of the Capital Raising. Subject to the Capital Raising becoming unconditional in all respects (save only as to Admission), it is expected that admission of the Capital Raising Shares to the premium segment of the Official List and to trading on the London Stock Exchange will become effective and that dealings therein for normal settlement will commence at 8.00 a.m. on 19 December 2016.

Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 14 December 2016 (the latest date for applications under the Open Offer). If the conditions to the Open Offer described above are satisfied, Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by the Company on the day on which such conditions are satisfied (expected to be 19 December 2016). On this day, Equiniti will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons’ entitlement to Open Offer Shares with effect from Admission (expected to be 8.00am on 19 December 2016). The stock accounts to be credited will be the accounts under the same Participant IDs and Member Account IDs in respect of which the USE instruction was given.

Notwithstanding any other provision of this document, the Company reserves the right to send Qualifying CREST Shareholders an Application Form instead of crediting the relevant stock account with Open Offer Entitlements and to allot and/or issue any Capital Raising Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST), or on the part of the facilities and/or systems operated by Equiniti in connection with CREST.

For Qualifying non-CREST Shareholders who have applied by using an Application Form, definitive share certificates in respect of the Open Offer Shares validly applied for are expected to be despatched by post no later than 21 December 2016. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers of the Open Offer Shares by Qualifying non-CREST Shareholders will be certified against the share register. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Qualifying non-CREST Shareholders are referred to the Application Form.

Qualifying CREST Shareholders should note that they will be sent no confirmation of the credit of the Open Offer Shares to their CREST stock account or any other written communication by the Company in respect of the issue of the Open Offer Shares.

The completion and results of the Capital Raising will be announced and made public through an announcement on a Regulatory Information Service as soon as possible after the results are known on 16 December 2016.

Times and dates

85 The Company shall be entitled to amend the dates on which Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document and in such circumstances shall notify the FCA, and make an announcement on a Regulatory Information Service and, if appropriate, to Shareholders, but Qualifying Shareholders may not receive any further written communication.

If a supplementary prospectus is published by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Open Offer specified in this document, the latest date for acceptance under the Open Offer shall be extended to the date that is at least three Business Days after the date of publication of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

Governing law and jurisdiction

The terms and conditions of the Capital Raising as set out in this document, the Application Form and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, the laws of England and Wales. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Capital Raising, this document or the Application Form including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with the Capital Raising. this document or the Application Form. By taking up Open Offer Shares under the Open Offer in accordance with the instructions set out in this document and, where applicable, the Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

Other information

Your attention is drawn to the further information set out in this document and also, in the case of Qualifying Shareholders to whom the Company has sent Application Forms, to the terms, conditions and other information printed on the accompanying Application Form.

86 PART IV - QUESTIONS AND ANSWERS ABOUT THE CAPITAL RAISING

The questions and answers set out in this Part IV (Questions and Answers about the Capital Raising) are intended to be in general terms only and, as such, you should read Part III (Terms and Conditions of the Open Offer) of this document for full details of what action you should take. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under the FSMA, if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

This Part IV (Questions and Answers about the Capital Raising) deals with general questions relating to the Capital Raising and more specific questions relating to Ordinary Shares held by persons resident in the UK who hold their Ordinary Shares in certificated form only. If you are an Overseas Shareholder, you should read the section “Overseas Shareholders” in Part III (Terms and Conditions of the Open Offer) of this document and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your rights. If you hold your Ordinary Shares in uncertificated form (that is, through CREST), you should read Part III (Terms and Conditions of the Open Offer) of this document for full details of what action you should take. If you are a CREST sponsored member, you should also consult your CREST sponsor. If you do not know whether your Ordinary Shares are in certificated or uncertificated form, please call the Receiving Agent, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. on any London Business Day on 0371 384 2050 (from inside the United Kingdom) or +44 121 415 0259 (from outside the United Kingdom). Calls to this number from the United Kingdom are charged at national rates from a BT landline. Other service providers’ costs may vary. Calls to this number from outside the United Kingdom are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. For legal reasons, Equiniti will be unable to give advice on the merits of the Capital Raising or to provide financial, tax or investment advice.

Timetable dates in this Part IV (Questions and Answers about the Capital Raising) have been included on the basis of the expected timetable set out on page 47.

What is the Firm Placing and the Placing and Open Offer?

A firm placing and placing and open offer is a way for companies to raise money. They usually do this by giving their existing shareholders a right to subscribe for further shares at a fixed price in proportion to their existing shareholdings (an open offer) and providing for new investors to subscribe for new shares in the Company (a firm placing and/or a placing). The fixed price is normally at a discount to the closing mid- market price of the existing ordinary share prior to the announcement of the open offer.

What is the Company's Open Offer?

The Open Offer is an invitation by the Company to Qualifying Shareholders to apply to acquire 1 Open Offer Share for every 15 Existing Ordinary Shares at a price of 490 pence per Open Offer Share. In this document, this is referred to as your “Open Offer Entitlement”. If you hold Existing Ordinary Shares on the Record Date or have a bona fide market claim, other than, subject to certain exceptions, where you are a Shareholder either located, or with a registered address, in an Excluded Territory, you will be entitled to buy Open Offer Shares under the Open Offer.

The Open Offer is being made on the basis of 1 Open Offer Share for every 15 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date. If your Open Offer Entitlement is not a whole number, you will not be entitled to buy Open Offer Shares in respect of any fraction of an Open Offer Share and your entitlement will be rounded down to the nearest whole number. If you hold fewer than 15 Existing Ordinary Shares, you will not receive an Open Offer Entitlement.

Applications by Qualifying Shareholders will be satisfied in full up to the amount of their Open Offer Entitlement.

87 Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying non- CREST Shareholders should also note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear’s Claims Processing Unit. Open Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply to take up their Open Offer Entitlements. Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights under the Open Offer.

When will the Capital Raising take place?

The Capital Raising is subject to Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 19 December 2016, or such later time and/or date as Investec and the Company agree (being not later than 8.00 a.m. on 30 December 2016).

What is an Application Form?

It is a form sent to those Qualifying Shareholders who hold their Ordinary Shares in certified form. It sets out your entitlement to subscribe for the Open Offer Shares and is a form which you should complete if you want to participate in the Open Offer.

I hold my Existing Ordinary Shares in certificated form. How do I know whether I am eligible to participate in the Open Offer?

If you receive an Application Form and, subject to certain exceptions, are not a shareholder either located, or with a registered address, in an Excluded Territory, then you should be eligible to participate in the Open Offer as long as you have not sold all of your Existing Ordinary Shares before 8.00 a.m. on 30 November 2016 (the time when the Existing Ordinary Shares were marked “ex-entitlement” by the London Stock Exchange).

I hold my Existing Ordinary Shares in certificated form. How do I know how many Open Offer Shares I am entitled to take up?

If you hold your Existing Ordinary Shares in certificated form and, subject to certain exceptions, do not have a registered address and are not located in any Excluded Territory, you will be sent an Application Form that shows:

• how many Existing Ordinary Shares you held at the close of business on the Record Date;

• how many Open Offer Shares are comprised in your Open Offer Entitlement; and

• how much you need to pay if you want to take up your right to buy the maximum number of Open Offer Shares under your Open Offer Entitlement.

If you would like to apply for any or all of the Open Offer Shares comprised in your Open Offer Entitlement, you should complete the Application Form in accordance with the instructions printed on it and the information provided in this document. Completed Application Forms should be posted, along with a cheque or banker’s draft drawn in the appropriate form, in the accompanying pre-paid envelope or returned by post or by hand (during normal office hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA (who will act as Receiving Agent in relation to the Open Offer) so as to be received by no later than 11.00 a.m. on 14 December 2016, after which time Application Forms will not be valid.

I hold my Existing Ordinary Shares in certificated form and am eligible to receive an Application Form. What are my choices in relation to the Open Offer?

If you do not want to take up your Open Offer Entitlement

88 If you do not want to take up your Open Offer Entitlement, you do not need to do anything. In these circumstances, you will not receive any Open Offer Shares. You will also not receive any money when the Open Offer Shares you could have taken up are sold, as would happen under a rights issue. You cannot sell your Application Form or your Open Offer Entitlement to anyone else.

If you do not take up your Open Offer Entitlement, then, following the issue of the Capital Raising Shares pursuant to the Capital Raising, your interest in the Company will be diluted by approximately 14.3 per cent. If you do take up your maximum Open Offer Entitlement, then, following the issue of the Firm Placing Shares pursuant to the Firm Placing, your interest in the Company will be diluted by approximately 8.6 per cent..

If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlement

If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlement, you should write the number of Open Offer Shares you want to take up in Box 4 of your Application Form. For example, if you are entitled to take up 50 shares but you only want to take up 25 shares, then you should write “25” in Box 4. To work out how much you need to pay for the Open Offer Shares, you need to multiply the number of Open Offer Shares you want (in this example, “25”) by 490 pence, which is the price in pence of each Open Offer Share (giving you an amount of £122.50 in this example). You should write this total sum in Box 5, rounding down to the nearest whole pence and this should be the amount your cheque or banker’s draft is made out for. You should then return the completed Application Form, together with a cheque or banker’s draft for that amount, in the accompanying pre-paid envelope or return by post or by hand (during normal office hours only), to Equiniti Limited, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (who will act as Receiving Agent in relation to the Open Offer) so as to be received by no later than 11.00 a.m. on 14 December 2016, after which time Application Forms will not be valid.

All payments must be in pounds sterling and made by cheque or banker’s draft made payable to “Equiniti Limited re: Sanne Group plc Open Offer” and crossed “A/C Payee Only”. Cheques or banker’s drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker’s drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Third-party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the cheque or draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

Cheques or banker’s drafts will be presented for payment upon receipt. The Company reserves the right to instruct Equiniti to seek special clearance of cheques and banker’s drafts to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall be honoured on first presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and banker’s drafts sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted.

A definitive share certificate will then be sent to you for the Open Offer Shares that you take up. Your definitive share certificate for Open Offer Shares is expected to be despatched to you by no later than 21 December 2016.

If you want to take up all of the Open Offer Shares under your Open Offer Entitlement

If you want to take up all of the Open Offer Shares under your Open Offer Entitlement, you need to send the Application Form, together with your cheque or banker’s draft for the full amount (as indicated in Box 3 of your Application Form), payable to “Equiniti Limited re: Sanne Group plc Open Offer” and crossed “A/ C payee only”, in the accompanying pre-paid envelope or return by post or by hand (during normal office hours only), to Equiniti Limited, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex

89 BN99 6DA (who will act as Receiving Agent in relation to the Open Offer) so as to be received by the Registrar by no later than 11.00 a.m. on 14 December 2016, after which time Application Forms will not be valid. If you post your Application Form by first-class post, you should allow at least four Business Days for delivery.

All payments must be in pounds sterling and made by cheque or banker’s draft made payable to “Equiniti Limited re: Sanne Group plc Open Offer” and crossed “A/C Payee Only”. Cheques or banker’s drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker’s drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner. Third-party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the cheque or draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

I hold my Existing Ordinary Shares in uncertificated form in CREST. What do I need to do in relation to the Open Offer?

CREST members should follow the instructions set out in Part III (Terms and Conditions of the Open Offer) of this document. Persons who hold Existing Ordinary Shares through a CREST member should be informed by the CREST member through which they hold their Existing Ordinary Shares of the number of Open Offer Shares that they are entitled to acquire under the Open Offer and should contact them should they not receive this information.

I acquired my Existing Ordinary Shares prior to the Record Date and hold my Existing Ordinary Shares in certificated form. What if I do not receive an Application Form or I have lost my Application Form?

If you do not receive an Application Form, this probably means that you are not eligible to participate in the Open Offer. Some Qualifying Non-CREST Shareholders, however, will not receive an Application Form but may still be eligible to participate in the Open Offer, namely:

• Qualifying CREST Shareholders who held their Existing Ordinary Shares in uncertificated form on 28 November 2016 and who have converted them to certificated form;

• Qualifying Non-CREST Shareholders who bought Existing Ordinary Shares before 8.00 a.m. on 1 December 2016 but were not registered as the holders of those shares at the close of business on 28 November 2016; and

• certain Overseas Shareholders.

If you do not receive an Application Form but think that you should have received one or you have lost your Application Form, please contact the Equiniti helpline on 0371 384 2050 (from inside the United Kingdom) (calls to this number charged at the standard geographic rate and will vary by provider) or +44 (0)121 415 0259 (from outside the United Kingdom) between 8.30 a.m. and 5.30 p.m. on any Business Day. For legal

90 reasons, Equiniti will only be able to provide information contained in this document and information relating to the Company’s register of members and will be unable to give advice on the merits of the Open Offer or to provide financial, tax or investment advice.

I am a Qualifying Shareholder, do I have to apply for all the Open Offer Shares I am entitled to apply for? Can I apply for more?

You can take up any number of the Open Offer Shares allocated to you under your Open Offer Entitlement. Your maximum Open Offer Entitlement is shown on your Application Form. Any applications by a Qualifying Shareholder for a number of Open Offer Shares which is equal to or less than that person’s Open Offer Entitlement will be satisfied, subject to the Open Offer becoming unconditional. If you decide not to take up all of the Open Offer Shares comprised in your Open Offer Entitlement, then your proportion of the ownership and voting interest in the Company will be more diluted than if you do take up all of your Open Offer Entitlement. You may not apply for more than your maximum Open Offer Entitlement.

What if I change my mind?

If you are a Qualifying Shareholder, once you have sent your Application Form and payment to the Receiving Agent, you cannot withdraw your application or change the number of Open Offer Shares for which you have applied, except in very limited circumstances.

What if the number of Open Offer Shares to which I am entitled is not a whole number: am I entitled to fractions of Open Offer Shares?

If the number is not a whole number, you will not receive a fraction of an Open Offer Share and your entitlement will be rounded down to the nearest whole number.

I hold my Existing Ordinary Shares in certificated form. What should I do if I want to spend less than the amount set out in Box 3 of the Application Form?

If you want to spend less than the amount set out in Box 3, you should divide the amount you want to spend by 490 pence (being the price, in pence, of each Open Offer Share under the Open Offer). This will give you the number of Open Offer Shares you should apply for. You can only apply for a whole number of Open Offer Shares. For example, if you want to spend £100, you should divide £100 by 490 pence. You should round that down to the nearest whole number, to give you the number of shares you want to take up. Write that number (in this example, 20) in Box 4. To then get an accurate amount to put on your cheque or banker’s draft, you should multiply the whole number of Open Offer Shares you want to apply for (in this example, 20) by 490 pence and then fill in that amount rounded down to the nearest whole pence (in this example, being, rounded down to the nearest whole pence, £98.00) in Box 5 and on your cheque or banker’s draft accordingly.

What if I hold options and awards under the Plans?

In accordance with the rules of each plan and if applicable, the number or exercise prices of options and awards under the Plans may be adjusted to take account of the Open Offer. If this is the case, participants will be contacted separately.

I hold my Existing Ordinary Shares in certificated form. What should I do if I have sold some or all of my Existing Ordinary Shares?

If you hold Existing Ordinary Shares in certificated form and you have sold some or all of your Existing Ordinary Shares before 30 November 2016, you should contact the buyer or the person/company through whom you sold your shares. The buyer may be entitled to apply for Open Offer Shares under the Open Offer. If you sell any of your Existing Ordinary Shares on or after 30 November 2016, you may still take up and apply for the Open Offer Shares as set out on your Application Form.

I hold my Existing Ordinary Shares in certificated form. How do I pay?

Completed Application Forms should be returned with a cheque or banker’s draft drawn in the appropriate form. All payments must be in pounds sterling and made by cheque or banker’s draft made payable to

91 “Equiniti Limited re: Sanne Group plc Open Offer” and crossed “A/C Payee Only”. Cheques or banker’s drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker’s drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner. Third-party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has confirmed the name of the account holder and the number of an account held in the applicant name at the building society or bank by stamping or endorsing the cheque or draft to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

Will the Existing Ordinary Shares that I hold now be affected by the Open Offer?

If you decide not to apply for any Open Offer Shares under your Open Offer Entitlement, or only apply for a proportion of the Open Offer Shares under your Open Offer Entitlement, your proportionate ownership and voting interest in the Company will be further diluted.

I hold my Existing Ordinary Shares in certificated form. Where do I send my Application Form?

You should send your completed Application Form in the accompanying pre-paid envelope or returned by post or by hand (during normal office hours only), together with the monies in the appropriate form, to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (who will act as Receiving Agent in relation to the Open Offer). If you post your Application Form by first-class post, you should allow at least four business days for delivery.

If you do not want to take up or apply for any Open Offer Shares, then you need take no further action.

I hold my Existing Ordinary Shares in certificated form. When do I have to decide if I want to apply for Open Offer Shares?

Equiniti Limited (as Receiving Agent) must receive the Application Form by no later than 11.00 a.m. on 14 December 2016, after which time Application Forms will not be valid. If an Application Form is being sent by first-class post in the United Kingdom, Qualifying Shareholders are recommended to allow at least four working days for delivery.

I hold my Existing Ordinary Shares in certificated form. When will I receive my new share certificate?

It is expected that the Registrar will post all new share certificates by within 14 days of Admission of the Capital Raising Shares.

What should I do if I live outside the United Kingdom?

Your ability to apply to acquire Open Offer Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up Open Offer Shares under your Open Offer Entitlement.

Further assistance

Should you require further assistance, please call the Equiniti shareholder helpline on 0371 384 2050 (from inside the United Kingdom) (calls to this number are charged at the standard geographic rate and will vary by provider) or +44 (0)121 415 0259 (from outside the United Kingdom) (calls are charged at applicable international rates). Different charges may apply to calls made from mobile telephones, and calls may be recorded and monitored randomly for security and training purposes. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that the shareholders helpline operators cannot provide advice on the merits of the Capital Raising or give any financial, legal or tax advice.

92 PART V - INFORMATION ON THE GROUP

1 Overview

The Group is a specialist provider of outsourced corporate, fund and private client administration, reporting and fiduciary services. In particular, the Group targets alternative asset markets that have high barriers to entry and require specialist expertise to service. Key clients include alternative asset managers, financial institutions, family offices and corporates. The Group is a recognised global provider of corporate and fund services with a presence in established, well-regulated international financial centres including Jersey, Guernsey, London, Luxembourg, Dublin, Malta, Belgrade, New York, Cape Town, Dubai, Hong Kong, Shanghai and Singapore. Today, the Group employs approximately 700 people and administers structures and funds that have in excess of £100 billion of assets.

Operations are focused on eight principal divisions: Debt, Real Estate, Private Equity, Hedge, Corporate and Institutional, Executive Incentives, Private Client and Treasury. These operations broadly span the Group’s international footprint with Jersey being the location of its headquarters. The Group provides high- touch and bespoke solutions to its clients. Core services include fund administration, financial reporting, governance, regulatory services, investor services, corporate services and treasury services. The high- touch, bespoke nature of most of the Group’s services means they require a large amount of qualified and experienced human input. The structures that the Group administers are often regulated and therefore require a regulated party to manage the regulated activities required for these structures.

The Group has a predominantly institutional client base which is well-diversified. Clients of the Debt, Real Estate and Private Equity divisions are typically institutions focused on alternative asset classes. Clients of Executive Incentives and Corporate and Institutional are typically corporates and clients of the Private Client division are typically ultra-high net worth individuals and family offices. Approximately 85 per cent. of the Group’s clients are, in each case, corporate or institutional. In total, the Group has in excess of 900 clients and services more than 4,000 structures.

Since the IPO in 2015, the Group has completed three acquisitions. These include, the acquisition of CCS, IDS and FLSV Fund Administration Services (“FLSV”). Over this period, gross profit margin and adjusted operating profit margin have demonstrated strong resilience and have increased from 63.7 per cent. and 31.7 per cent. to 65.0 per cent. and 34.4 per cent., respectively. The Board considers these margins to be sustainable, supported by the recurring revenue nature of the operating model and the high-touch and client-specific approach applied to the services they provide. In addition, the services that the Group provides typically represent a small proportion of the end client’s cost base. Quality and reliability of service delivery is paramount and in this regard, price is often a secondary consideration.

2 Divisional Specialisms

The Group is organised around asset and market-focused business divisions which offer a comprehensive range of services to clients delivered across a multi-jurisdictional platform. These business divisions are each led by a board of senior managers with specific asset and market expertise, and are supported by dedicated teams providing bespoke service solutions. The Group’s divisional model allows for bespoke client teams to be provided across jurisdictions whilst ensuring that the client can maintain one point of contact if they require.

The eight principal business areas of the Group are as follows:

2.1 Debt

The Group’s Debt business provides fund and corporate administration services to broadly two types of client: financial institutions and debt asset managers.

The division’s debt capital markets offering provides corporate services to a range of SPVs for many of Europe’s major banks and other global financial institutions. Asset class experience covers a complete range of capital markets transaction structures including European medium-term note programmes, collateral loan obligations, asset-backed securities and repackaging transactions.

93 The division’s private debt funds team covers the main private debt funds asset classes including direct lending, real estate finance, leverage loans, non-performing loans, structured finance and infrastructure debt.

The business offers debt specific financial reporting and transaction management expertise and specialist debt related services including loan administration and facility agent services.

The division remains focused on maintaining its strong market position in the provision of administration services to banks and non-bank lenders including market based lenders and asset managers. Operational capabilities continue to be increased in London and Dublin to reflect new work flows, and this is enabling further business development opportunities driven by an ability to deliver services across a wider geographic footprint.

2.2 Real Estate

The Group’s Real Estate business provides corporate and fund administration services to real estate managers, sovereign wealth funds, pension funds and institutions across a range of real estate structures and their underlying vehicles which hold a range of property classes including offices, hotels, logistics, residential, student accommodation, industrial, retail and development. The division’s clients are broadly broken down into two key types: corporate entities and real estate investment funds.

The division’s corporate team provides administration services to real estate clients comprising regulated and unregulated vehicles for both direct and indirect investment into real estate. Services cover the complete lifecycle of commercial and residential portfolios through their acquisition, sale, leasing, development, management and operation.

The division’s real estate funds team provides fund administration and related services to regulated and unregulated funds investing both directly and indirectly into real estate assets with a portfolio comprising a variety of open-ended and closed-ended public funds, private funds and joint ventures.

The UK real estate market continues to attract significant foreign investment following the weakening of the pound since the EU referendum result. There has also been increased demand for fund structures across multiple jurisdictions as managers look forward to new fund raises. New client mandates are also being driven by a trend for fund managers to outsource non-core roles such as back-office accounting. A funds platform has been implemented in the division which will enhance the Group's administration capabilities and service clients’ increasing reporting requirements. Recruitment continues in key operational centres (Jersey, London, Dublin, Luxembourg, Netherlands and Asia) to service new mandates in these jurisdictions and create capacity to grow existing relationships.

2.3 Private Equity

The Group’s Private Equity business provides specialist fund and corporate administration services to private equity houses, institutions and family offices with private equity style investment vehicles. The business operates across all of the Group’s jurisdictional centres while also providing certain services to funds established in other jurisdictions including the Cayman Islands, BVI and Delaware.

Services are delivered across a single platform supported by industry recognised IT systems. Multifunctional services teams include professional fund administrators, company secretaries and accountants with an understanding of specific niche assets and the regulatory framework in place in each jurisdiction.

The strategies of funds being administrated include buyout, secondary, venture, infrastructure, growth and fund-of-funds. Services include the provision of directors, transaction management, administration, financial reporting and compliance services including regulatory and tax reporting to alternative investment funds, their managers and SPVs.

The funds platform continues to develop to deliver more efficient service and reporting to clients across the division with particular focus on transparency of reporting and adaptability in response to regulatory and tax reporting reforms. The increasingly global client base continues to drive investment in cross border service capabilities.

94 2.4 Hedge

The acquisition of IDS only completed in June 2016 and the business now forms the Hedge Fund division within the Group. The administration offering encompasses middle office and back-office services for a broad range of fund types and structures. Services include fund accounting, investor services, cash custody and middle office.

The industry is expected to continue to become increasingly institutionalised following the introduction of new regulations which will increase oversight and reporting requirements for funds and will likely drive further outsourcing opportunities for incumbent administrators such as IDS.

2.5 Corporate and Institutional

The Group’s Corporate and Institutional division offers a comprehensive range of administration and accounting services to international corporates, institutions, entrepreneurial groups and asset managers.

The division assists clients and their advisors in establishing and providing ongoing administration services for a diverse range of structures, including group restructuring, asset holding vehicles, joint ventures, corporate funds and group financing vehicles.

Services include governance, fiduciary, company secretarial support, financial reporting and acting as listing sponsor for the Channel Islands Securities Exchange and the European Alternative Investment Fund Managers Directive ("AIFMD") depositary services.

The Corporate and Institutional business often works in conjunction with the Group’s other divisions to provide ancillary corporate services to specialist asset structures to extend the scope of services available to the division’s client base.

The division continues to define and develop a distinct product suite to expand its market offering and take a pro-active approach to cross-jurisdiction product development in response to the changing regulatory landscape. Focus has centred on the integration of the acquisition of CCS and leveraging its additional product offerings (liquidations, payroll services and VAT reporting) across the existing client base and beyond. There has been continued investment in the Group’s depositary service proposition to be promoted across the alternatives-focused business divisions and jurisdictions.

2.6 Executive Incentives

The Group’s Executive Incentives business provides specialist trusteeship of employee share trusts and associated administration services to support the operation of a range of employee, executive and partner incentive plans. These services are provided to LSE Main Market, AIM and internationally listed companies, private companies, private equity backed businesses and fund managers.

Services include incentive plan management, corporate nominee account administration, transaction management and the administration of corporate actions and associated transactions.

A range of specialist services are also offered to fund managers and sovereign funds including deal executive and partner incentive and retention plans, co-investment and carried interest plans, and key man incentive and retention plans for private equity investee/portfolio companies. A private equity incubator service has also been developed specifically to offer a cost effective solution for the swift implementation and efficient administration of employee trusts commonly required to hold key managers’ interests during the incubation phase of a company, following private equity investment.

Recent performance has been impacted by the uncertainty generated in advance of the EU referendum which has affected underlying activity levels in terms of share transactions for existing clients as well impacting the number of new mandates from private equity and IPO related activity in the period. However, continued focus on a pipeline of transfer mandates for FTSE 100 and 250 companies requiring specialist trusteeship of their employee share trusts provides opportunity for growth.

95 2.7 Private Client

The Group’s Private Client business provides administration, accounting and fiduciary services primarily to ultra-high net worth individuals and families, often working with their respective family offices, with specialisms in real estate, investment and treasury and philanthropy.

The Private Client business implements and administers structures which enable founders to preserve and enhance family wealth and establish a legacy for future generations within a well regulated environment. The family office team provide corporate services to single and multi-family offices tailored to ensure the optimum use of the family offices’ own in-house capabilities consistent with each family office’s objectives and planning requirements.

The team’s expertise includes transaction management capabilities across private client multi-asset investment portfolios, including private company shares, operating companies and specialist investments.

The Private Client business also establishes investment vehicles for private clients either investing individually or on a collective basis (with other family members, family offices or business associates) through the use of companies, limited partnerships and unit trusts.

There has been a strong pipeline of new mandates from existing clients and an increase in business development activity has resulted in a growing number of new client opportunities. The division continues its strategic focus on ultra high net worth clients and their family offices. The recent recruitment of a Global Head of the division will continue to drive the expansion of the Private Client offering and broaden its target client focus into newer markets.

2.8 Treasury services

The Group has invested in its treasury function, which continues to work closely with the business divisions to deliver competitive foreign exchange and treasury management services to client structures.

Services are focused on improving diversification and management of risk through diversification of deposits across a range of approved banks and enhancing returns through asset pooling as well as providing foreign exchange transaction services.

Services are delivered by experienced treasury specialists with a deep understanding of money markets and an ability to balance risk management and yield enhancement objectives.

Both the cash and foreign exchange services have seen a number of client wins across the business divisions and the continued expansion of the breadth of services provides a platform for the growth and development of the division.

3 History of the Group

The Group was established in Jersey in 1988 and originally focused on the provision of private client fiduciary services. The Group’s strategy was refocused in 2003 to develop a corporate and funds offering and further developed in the period from 2008 with the restructuring of the business built around alternative asset classes such as debt, real estate and private equity. Operational focus moved away from a single jurisdiction with the opening of new offices in Luxembourg and Dublin in 2008. This international expansion was supplemented in 2010 with offices opened in Hong Kong, Shanghai and Dubai.

In 2012, Sanne entered into a partnership with Inflexion, a leading private equity investment business, to continue the business’ longer term strategy of building a high quality fiduciary business through organic growth complemented by strategic acquisitions. Dean Godwin was appointed as CEO in 2012 to continue the development of the business into a full service offering, predominantly focused on corporate and fund administration services.

Over the past 12 months, the Group has acquired three small and medium sized businesses CCS, IDS and FLSV. and is contractually committed to acquire Sorato. It is expected to complete in December 2016.

CCS

96 CCS focuses on company secretarial, liquidation, payroll and value added tax ("VAT") reporting services. CCS is a corporate administration business based in Dublin, Ireland. CCS focuses predominately on the provision of company secretarial, liquidation and payroll services to clients with structures domiciled in Ireland. These services are unregulated, save from the requirement to be licensed by the Department of Justice and Equality under AML regulations. CCS comprises two sister companies, Castlewood Corporate Services Limited (“CCSL”) and Castlewood CS Holdings Limited (“CCSHL”). CCSL is the primary contracting entity where all revenues are booked, with CCSHL typically being utilised where CCS are acting as share trustee.

IDS

IDS, is a South African-focussed provider of outsourced investment administration services to the asset management industry (with an focus on the hedge fund sector). IDS provides fund administration services predominantly to hedge funds but also to private equity funds and Collective Investment Schemes (“CIS”). Of the current 228 funds which IDS administers only 7 are private equity funds and 7 are CIS.

FLSV

FLSV is a New York based fund administration business, which is part of a wider accountancy and tax advisory practice. FLSV was established in 2009 and is a Manhattan headquartered provider of fund administration services to private CEFs, primarily Morgan Stanley and mid-tier PE funds. FLSV currently employs approximately 100 employees, of which 70 are based in New York and 30 are in Belgrade, Serbia. The Business comprises two legal entities, FLSV Fund Administration Services LLC (US) and FLSV FAS doo (Serbia), a wholly owned subsidiary. The Serbian operation was established in 2014 to provide systems support for the core fund administration system and also to act as a lower cost destination for certain middle and back-office functions. FLSV provides administration services to a range of closed-ended alternative investment funds including private equity, venture capital, distressed debt, infrastructure, real estate and fund-of-funds.

Sorato

Sorato is a Dutch domiciliation and associated corporate services business. Sorato has traded since 1992 and is regulated by the Dutch Central Bank for the provision of corporate services and it has been the Group's preferred service partner in the Netherlands since 2008. Sorato administers approximately 60 structures. The majority of client structures consist of orphan structures with a Dutch Foundation. The structures’ underlying clients are typically large institutions. The acquisition of Sorato was announced in September 2016 albeit it is awaiting satisfaction of certain conditions before it completes. It is expected to complete in December 2016.

Currently, the Group operates on a divisional basis across 13 jurisdictions.

Key milestones in the development of the Group’s business are set out below:

• 1988: Business founded focusing on private client fiduciary services based in Jersey, Channel Islands

• 2003: Business refocused to target corporate and funds offering

• 2008: Asset/market focused divisional structure developed, offices opened in Luxembourg and Dublin

• 2010: International expansion into new markets, offices opened in Hong Kong, Shanghai and Dubai

• 2012: Inflexion partnership and opening of offices in London and Guernsey

• 2015: IPO Admission in April, valuing the Company at £230 million

• 2016: Acquisition of CCS and IDS and FLSV

97 4 Jurisdictional Capabilities

Headquartered in Jersey, the Group expanded into other jurisdictions, largely as a consequence of client demand and through acquisition, to establish international regulated capabilities that enable the Group to address the service needs of its clients, while always ensuring that there is one coordinated relationship point.

The Group has the following offices through which it provides regulated services:

• Jersey – regulated by the Jersey Financial Services Commission;

• Guernsey – regulated by the Guernsey Financial Services Commission;

• Luxembourg – regulated by the Commission de Surveillance du Secteur Financier;

• London – regulated by the Financial Conduct Authority;

• South Africa – Licensed and regulated by the Financial Services Board; and

• Malta – Regulated by the Malta Financial Services Authority.

The Group also has the following licensed offices delivering fund corporate services:

• Ireland – authorised by the Department of Justice and Equality;

• Serbia – licensed to conduct business;

• Hong Kong, China – licensed to conduct business;

• New York, USA – licensed to conduct business;

• Shanghai, China – licensed by the State Administration of Industry and Commerce;

• Singapore – licensed to conduct business; and

• Dubai, UAE– licensed by the Dubai International Finance Centre Authority.

5 The Group’s regulatory obligations

As a Group with regulated businesses in multiple jurisdictions, the Group is subject to a comprehensive set of regulatory conditions and codes of practice. Such regulation presents both a challenge and opportunity to the Group, which must continue to evolve its regulatory governance and risk management frameworks to ensure that licence conditions are being met.

These regulators require the Group to satisfy certain licence conditions in order to obtain and maintain their regulated status. At the outset a regulated business must be able to demonstrate sufficient technical capabilities in relation to the services being regulated and present an effective regulatory governance and risk management framework, which can deliver the necessary reporting outputs and declarations.

Certain members of the Group are also expected to maintain minimum regulatory capital and liquidity requirements, which can range from the holding of minimal regulatory capital for certain licence conditions through to Adjusted Net Liquid Asset ratios.

The Group submits regular reports and declarations to the appropriate regulatory bodies in order to maintain compliance with the applicable licences. In addition, regulatory bodies typically conduct periodic regulatory visits which may be themed towards a particular element of service provision or more generally on regulatory themes such as AML.

The Group is expected to hold and maintain the appropriate insurances (Professional Indemnity Insurance for example) which provide protections against certain losses in relation to client services, excluding negligence.

98 These obligations present new market entrants with significant barriers to entry, particularly as the regulatory landscape continues to evolve with cross border regulation and control.

The regulators conduct periodic visits and the Group has also implemented, where it was deemed beneficial, independently assessed themed reviews as part of the Group’s assurance programme to ensure all regulatory requirements are being met.

No material issues have been identified as a result of the periodic regulatory visits conducted by the Group’s respective regulators in the last five years.

The following table outlines various regulatory licenses held by the Group in Jersey:

Trust Company Business Fund Services Business

Company Name F G H I J K L M QA U V W ZG ZH ZK

Sanne Fiduciary Services Limited x X X X X X X X X X X X X X X

Private Capital Trust Company Limited X X

Sanne Nominees Limited X

Sanne Securities Limited X

Sanne Secretaries Limited X

Sanne Human Capital Limited X X X X X X

Sanne Capital Markets Limited X X X X X X

Sanne Private Wealth Limited X X X X X X

Sanne Corporate and Trustee Services Limited X X X X X X

Sanne Real Estate Limited X X X X X X

Sanne Registrars Limited X

Sanne Corporate Directors Limited X

Sanne Nominees 2/3/4/5 Limited X

Sanne Trustee Services Limited X X X X

Sanne Fund Administration Limited X X X X X X X X X X

Sanne Corporate Services Limited X X X X X X X X X

Trust Company Business Fund Service Business

F Action as a company, partnership or foundation formation agent U Manager

G Acting or fulfilling the function of or arranging for another person to act V Administrator as or fulfil the function of director or alternate director of a company

H Acting or fulfilling the function of or arranging for another person to act W Registrar as or fulfil the function of a partner of a partnership

I Acting or arranging for another person to act as a secretary, alternate, ZG Trustee assistant or deputy secretary of a company

J Providing a registered office or business address for a company, ZH Custodian partnership or a foundation

K Providing an accommodation, correspondence or administrative ZK Manager of a managed entity address for a company, a partnership or a foundation or for any other person

L Acting as or fulfilling or arranging for another person to act as or fulfil the function of trustee of an express trust

M Acting as or fulfilling or arranging for another person to act as shareholder or unit holder as a nominee for another person

99 Trust Company Business Fund Service Business

QA Acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a member of the council of a foundation

The following table illustrates the various regulations and licences held by entities outside Jersey:

Company Name Country of Regulated Services Regulator Jurisdiction Origin of registration

Sanne Group (Luxembourg) Luxembourg Regulated as Registrar agent, Commission de Luxembourg S.A. Corporate domiciliation agent, Client Surveillance du communication agent, Financial sector Secteur Financier administrative agent, Professionals providing company formation and management services

Sanne Capital Markets Ireland Authorised to undertake trust and Department of Ireland Ireland Limited company business (not regulated Justice and Law activity) in compliance with criminal law Reform

Sanne Corporate Services Ireland Authorised to undertake trust and Department of Ireland (Ireland) Limited company business (not regulated Justice and Law activity) in compliance with criminal law Reform

Sanne Group Ireland Authorised to undertake trust and Department of Ireland Administration Services company business (not regulated Justice and Law Ireland Limited activity) in compliance with criminal law Reform

Sanne Group (Dubai) Dubai Authorised as Corporate Service Dubai International DIFC, UAE Limited Provider by the Dubai International Finance Centre Finance Centre Authority Authority

Sanne Group Asia Limited Hong Kong Licensed to conduct business in Hong Hong Kong Kong

Sanne Group Shanghai China Licenced to undertake financial State Shanghai Financial Management & consulting, bookkeeping, investment Administration of Consulting Co Ltd consulting, business consulting, Industry and management consulting and company Commerce registration services

Sanne (Singapore) PTE Singapore Licensed to conduct business in Accounting and Singapore Limited Singapore Corporate Regulatory Authority

Sanne Fiduciary Services UK Authorised and regulated by the FCA Financial Conduct UK (UK) Limited Authority

Sanne Group UK Authorised and regulated by the FCA Financial Conduct UK Administration Services Authority (UK) Limited

Sanne Group (Guernsey) Guernsey Regulated under the Protection of Guernsey Financial Guernsey Limited Investors Law to provide fund Services administration services and The Commission Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000

100 Company Name Country of Regulated Services Regulator Jurisdiction Origin of registration

Sanne Fund Services SA South Africa Licensed by the Registrar of Financial Registrar of South Africa (Pty) Ltd Services Providers under section 7 of Financial Services the Financial Advisory and Intermediary Providers Services Act, 2002 (Category I FSP licence) Registered as accountable institutions with the Financial Intelligence Centre

Sanne Fund Managers South Africa Licensed by the Registrar of Financial Registrar of South Africa (Pty) Ltd Services Providers under section 7 of Financial Services the Financial Advisory and Intermediary Providers Services Act, 2002 (Category I and IIA FSP licence) Registered as accountable institutions with the Financial Intelligence Centre

IDS Management Company South Africa Approved as a manager of a collective Registrar of South Africa RF (Pty) Ltd investment scheme under section 42 of Collective the Collective Investment Schemes Investment Control Act, 2002 Registered as Schemes accountable institutions with the Financial Intelligence Centre

IDS Fund Services Malta Malta Awarded recognition status pursuant to Malta Financial Malta Ltd Section 9A of the Investments Services Services Authority Act (Cap. 370, the Laws of Malta) permitting the provision of fund administration services

Sanne Group Delaware, Inc USA Licensed to conduct business in the USA USA

FLSV Fund Administration USA Licensed to conduct business in the USA Services LLC USA

FLSV FAS doo Beograd- Serbia Licensed to conduct business in Serbia Serbia Stari Grad

6 Principal Activities

The Group’s principal activities can be classified as follows:

6.1 General administration

• Incorporation services

• Structure implementation

• Transaction management

• Fund investor due diligence

• Call and distribution management

• Portfolio company administration

• General partner and managed entity administration

• Investor relations, communications and reporting

101 • Transfer agency, cash management and treasury

• SPV and orphan structure incorporation and administration

• Settlor and beneficiary relations

• Share plan record keeping and share tracking

6.2 Financial reporting

• Asset valuations and performance calculations/certification

• SPV accounting and fund reporting

• Bespoke financial reporting under IFRS/UK GAAP/US GAAP

6.3 Governance

• Director services to the boards of SPVs and fund structures under administration

• Trusteeship services for institutional share based and family office discretionary trust structures

• Company secretarial services

• Foundation council members

6.4 Regulatory services

• Regulatory compliance and reporting

• Quality assurance and compliance monitoring

• AML compliance

• CISE listing sponsorship/agent

6.5 Treasury services

• Deposit management

• Foreign exchange transactions

• Manager and portfolio monitoring.

7 Market Overview

The Group operates in a highly fragmented global sector covering a wide variety of end markets. This includes the reasonably well-defined alternatives space (debt, real estate and private equity) as well as the more general corporate market. The Group’s multi-asset class focus and divisional diversity provides a degree of insulation from macro-economic factors, particularly with the emergence of specialist asset classes, such as the debt market, which provide other investment opportunities during periods of economic downturn. The degree of fragmentation and the outsourcing service opportunities within the addressable markets (taking into account that many corporate entities and institutions could potentially outsource part or all of their administrative functions) makes it a difficult market to quantify.

Given the nature of the industry, there are varying publicly available datasets available that seek to quantify its size and trends. According to the Strategy& report, alternative assets under management ("AUM"), the Group's main focus, at a global level are estimated to grow from US$8.1 trillion in 2012 to US$18.1 trillion in 2020, representing a CAGR of 10.6 per cent..

The chart below shows the trend since 2004 for alternative assets by jurisdiction, demonstrating the limited impact on growth rates of the global financial crisis, and the forecast growth path to 2020:

102 For fund and corporate structures domiciled in financial centres such as Jersey and Guernsey, the administration of these structures requires a regulated business in the region. The Group continues to benefit from the increasing amount of work institutions and corporates more generally are outsourcing and the scale required of fiduciary services providers to meet increasing regulatory obligations. Although the European market is expected to grow at a lower rate than regions such as Asia Pacific and the Middle East, it will remain the second largest market for AUM. Within Europe, alternative assets under management were US$2.4 trillion in 2012 and are estimated to grow to US$4.9 trillion by 2020.

The demand for the Group’s services and for outsourced services in the areas in which it operates is driven by macro-economic and regulatory trends as asset managers, corporates and financial institutions are increasingly required to meet complex current and future regulatory changes. Such change in the market, driven by legislation such as AIFMD and FATCA, is a contributing factor to the increasing shift towards the outsourcing of administration services. These regulatory drivers of outsourcing have been enhanced by globalisation and an increasing demand for international structures for the facilitation of global capital and investment flows.

The greater regulatory and compliance demands on asset managers is serving to increase both the challenges of meeting such requirements and the costs and compliance, both in terms of monetary fines

103 and intangible reputational harm, of failing to do so. In the context of this environment and the growing transparency controls, specialist administrators play a vital and growing role. As well as the growing regulatory influence, there is an increasing level of regulatory differentiation as international centres are responding differently to onshore demands. The Group believes that its international footprint and expertise ensures it is well-placed to provide services to multi-national clients who require differentiated services across different markets.

The Directors believe that the developing regulatory framework applicable to fund and asset managers creates revenue opportunities for specialist administrators such as the Group, along with the increasing demand for compliance and oversight provided independent of the manager, driven by a requirement for transparency. Political pressure driven by fiscal challenges is promoting and forcing greater cooperation and data sharing between territories. The Directors believe that the Group is benefiting from such market trends and is also able to utilise its geographic footprint to take advantage of demand for international structures and increasing regulatory differentiation within the regions where it is present, as international centres respond differentially to onshore demand. Specific to alternative assets, recent research indicates that institutional investors intend to either maintain or increase their allocations to alternatives over the short-term investment horizon.

As well as the alternatives space, the Group operates in the corporate services market which is subject to many of the same regulatory and legislative drivers. The governance burden placed on corporates has resulted in outsourced company secretarial services enjoying an expansion, as companies look to external specialist partners to support their corporate governance function, according to the Hays Legal and Company Secretarial Market Overview 2013. In addition, the Group provides specialist trusteeship and associated incentive plan administration, a market that remains positive given the ongoing impact of regulation and the broader trend towards improving the transparency of the link between incentive pay- outs and company strategy.

At a client level, the PWC Report highlighted three key global elements as drivers of growth in assets:

• the increase of mass affluent and high net worth individuals from growing regions such as the Middle East, South America, Asia and Africa;

• the expansion and emergence of sovereign wealth funds; and

• the increase in defined contribution schemes, partly driven by government incentivised or mandated shifts to individual retirement plans.

The first two of the drivers of growth identified by PwC have implications for the Group’s operations in the private client market. Structural growth in this regard is likely to lead to further opportunities for the market participants.

8 Competitive Landscape

Whereas the PWC Report has estimated AUM at a global level to have reached US$63.9 trillion in 2012, the Group administers structures and funds that have in excess of £100 billion of assets, demonstrating the Group’s long term capacity to increase its market share in accordance with its business strategy in the sectors and asset classes in which it operates.

As defined in the PWC Report "Alternative Asset Management 2020 Fast Forward to Centre Stage", the alternatives market is progressing to be more clearly focused on three key business models:

Diversified alternative firms. These large firms operate across multiple asset classes and products, including hedge funds, private equity, credit, real estate, mezzanine and infrastructure. They target predominantly institutional investors looking for an investment partner with a diversified offering and experience across asset classes. These diversified firms leverage synergies across the group by cross selling to clients and sharing ideas, insights and capabilities. They stretch their brand and capabilities across alternative asset classes, seeking to add value through a portfolio approach that materially exceeds the sum of its parts.

104 Speciality firms. There will still be strong competition among specialist firms, which will devote their resources to becoming best-in class (e.g. a dedicated hedge fund, private equity or real estate firm keeping to their core competency). These firms create very strong core competencies to become the leading player in selected and differentiated strategies. Their rationale is that focusing on a set of core competencies provides the best basis for outperformance, and that investors are willing to pay for superior investment capabilities in selected areas. They will primarily target the largest institutional allocators globally, offering bespoke and heavily customised solutions.

Multi-strategy firms. In the middle of these two extremes are a large number of multi-strategy firms. These firms concentrate on generating strong returns and low volatility through strong investment teams and dynamic asset allocation. They invest in leveraging the multi-strategy structure to expand into new, often tangential, investment strategies, creating a repeatable model (e.g. a credit manager moving into direct lending). They believe that growing AUM significantly will require offering different strategies within the same asset class. They have the resources, capabilities and credibility to deliver competitive performance in other styles. Their current operating platform is flexible enough to accommodate such a strategy.

Growth in the asset management industry is expected to be prevalent out to 2020 as institutions, including banks and insurance firms reduce the level of proprietary investing, creating a space for asset management as the platform to provide returns greater than the rising cost of capital.

Growth will also be driven by shifts toward the market by new investors, by 2020, there will be a fundamental shift towards alternatives by many sovereign and public pension funds. This is the continuation of a trend that first gained traction in the US and then globally.

The Directors believe that there has recently been a significant reduction in activity by banks and institutions and a number of exits from institutions. The Directors believe that this trend has been driven by a desire for these firms to reduce their exposure to perceived AML issues and a desire to avoid conflicts of interests, particularly in cases where an accounting firm seeks to provide audit services to the same client base or a law firm wishes to focus on providing advisory and structuring services instead of administration services. Specific examples of disposals by banks and law firms include:

• Mourant’s disposal of its fund administration services business to State Street in 2010;

• Walkers Global’s disposal of its corporate, fiduciary and company secretarial business to Intertrust in 2012;

• Ogier’s disposal of its fiduciary services divisions to Electra Partners in 2014; and

• Investec’s disposal of its trust and fiduciary business unit to Salamanca in 2014.

9 Key Strengths

The Directors believe that the key strengths of the Group are as set out below:

105 • Focus on alternative asset classes. Alternative asset funds and structures are niche and require bespoke, tailored solutions due to their complexity. This requires qualified and experienced staff. The Directors believe that this complexity creates high barriers to entry and protects margins. Alternative asset classes are also high growth markets;

• Institutional client base. The Group has a broad range of clients covering alternative asset managers, financial institutions and corporates;

• Diversification and presence across multiple jurisdictions and multiple asset classes. Provides a natural hedge against a downturn in trading conditions in any one of the Group’s markets;

• International footprint. Ensures that the Group is in the right jurisdictions to support new clients and win new business, with a strong presence in developed offshore financial centres;

• Strong financial performance. Revenue CAGR of 35 per cent. between 2012-2015 and organic growth accounting for 24 per cent. Adjusted operating profit CAGR of 37 per cent. across the same period;

• High quality of earnings. The typical contract life with clients is between 5 and 10 years (although they can be for much longer periods of time). This gives a high proportion of recurring revenues;

106 • Highly cash generative. Consistent levels of cash generation, with EBITDA cash conversion averaging 124 per cent in 2015 (2014: 94 per cent.);

• Established platform of controls and processes. An emphasis on compliance and risk management is fundamental to the success of the Group within an industry where reputational risk is high;

• Proven acquisition strategy. The Group has a successful track record in sourcing, executing and integrating its chosen acquisitions;

• People-led approach. Senior management involvement through the process of both winning new business and servicing the work, high quality and professionally qualified staff; and

• Cultural alignment with clients. Application of high-touch, tailored service and client-specific customised solutions mitigates against the commodisation of services provided and supports the Group’s strong margins.

10 Strategy

The Group has a core organic growth strategy that is augmented with a focused acquisition growth strategy, both of which are reflected in the Group's successful growth track record in recent years. New business driving economic growth is sourced both from capturing increased revenue from existing clients as they introduce new structures and use the Group for additional services (“share of wallet”) and from new client relationships. New business has historically been split at approximately 60 per cent. from an increased share of wallet from existing clients and approximately 40 per cent. from new clients.

The Group is managed on a divisional basis by asset class or market focus with the geographic diversity of the Group used to support clients and enable the support and servicing of structures across multiple jurisdictions, with client teams spread over geographies to ensure continuity of service and client relationships. Since each division operates across some or all of the Group’s geographies, the Group does not have a geographic management structure. The ongoing strategic focus of the Group is to continue building scale in established and emerging markets to support its growth prospects.

Divisional and jurisdictional boards provide a matrix reporting structure which ensures that asset class service is maintained whilst satisfying the operational and regulatory requirements applicable to each jurisdiction. Whilst the business operates across one common operational platform, jurisdictional work practices are defined and authorised through a central approval process to ensure that the particular operational requirements of each jurisdiction are considered and accommodated appropriately.

10.1 Organic growth strategy

The key drivers of the Group’s organic growth strategy include:

• Building out the Group’s presence in existing asset classes, with a particular focus on the alternatives space;

• Development of core asset-led offerings to drive increased revenue opportunities through targeted entry into new asset classes;

• Market share development through the deepening of existing client relationships by offering the most comprehensive product and jurisdictional range;

• Cross-selling to existing clients between divisions and geographies and delivering new client wins through direct referrals, intermediary referrals and direct targeting. This includes inter-divisional initiatives to sell ancillary corporate products and services to existing funds clients;

• Expansion of global network and platform by building a presence in new jurisdictions to support operational growth and diversification and to capitalise on high growth markets outside of the current network; and

107 • Expansion of existing suite of services available to clients to ensure that the Group can continue to provide a ‘one-stop-shop’ solution to clients in each asset class, as well as differentiating the Group from its competitors. Examples include the development of regulatory reporting, AIFMD depositary and management company services.

Traditionally, some of the Group’s competitors have relied mainly on new business referrals from their parent company e.g. an affiliated bank or law firm. As an independent company, Sanne has had years of successfully establishing an intermediary network of onshore and offshore advisers, through which new business is often referred. As the Group has built in scale and reputation, particularly within its focused asset class businesses, it becomes easier to establish new client relationships through direct approach.

10.2 Acquisition growth strategy

Additional to the Group’s organic growth strategy is its acquisition strategy, demonstrated by management’s pre and post-IPO Admission track record in sourcing, executing and integrating its chosen acquisitions. The Group takes a highly selective and disciplined approach to acquisitions, seeking to add capital value to the Group without an adverse impact on the existing business. Assessments are made as to the long-term strategic rationale of an acquisition opportunity based on a number of indicators, including:

• The opportunity to build operational scale in existing and/or complementary jurisdictions;

• The opportunity to strengthen the Group’s existing service delivery platform and to deliver operational capability to support the Group’s growth story;

• The opportunity to acquire a skilled workforce to support the Group’s people-led approach;

• The synergy (rationalisation of systems and central functions) and cross-selling opportunities within the combined business;

• The opportunity for the acquisition to act as a barrier to entry for key competitors;

• The opportunity to deliver an alternative, lower cost outsourced platform; and

• The opportunity to further strengthen client relationships in cases where there are common clients.

The Directors see the potential for further consolidation in the sector and, therefore, future acquisition opportunities, driven by increasing regulatory requirements and the continuing exit of global accounting firms, law firms and banks from the industry. The Group reviews acquisition opportunities on an ongoing basis.

The Group aims to enhance performance with complementary strategic acquisitions in what is a consolidating market and maintains a healthy pipeline of opportunities. The Group is focusing its attention on acquisition opportunities that enable it to deepen existing asset capabilities, broaden the product offering and deliver greater jurisdictional diversification through operational scale in existing offices as well as entering new markets.

11 Employees

As at the six months ended 30 June 2016, the Group employed approximately 560 people. The number of people employed in the core business areas was 484, with an additional 4 employees providing treasury services. The remaining 71 employees were in central functions overseeing the Group’s finance, HR, strategy, compliance, risk, legal, regulatory, IT and admin roles. Central management are also responsible for delivering the strategic objectives of the Group and ensuring the quality of ongoing client service and regulatory compliance.

The Group’s employee policies are intended to maximise employee retention and minimise staff turnover. In addition, the Group’s remuneration policy with respect to senior staff has been to include a portion of equity ownership, fully aligning the interests of management and Shareholders. Most employees receive benefits such as individual medical cover, permanent health insurance and life assurance.

108 The Group has a good record of employee relations, with no recent history of material industrial disputes.

The Group’s policy is to develop and retain its employee, with staff retention rates measured quarterly and presented to the Board. The Group also seeks to employ people with market experience and direct asset management expertise where specialist knowledge is required. This includes accountants, lawyers and chartered secretaries. Of the Group’s 700 employees a significant proportion have professional qualifications. The vast majority of the Group’s senior employees are professionally qualified.

As part of its staff development programmes, employees are supported through professional qualification and training courses. Succession planning and the development of administration teams are delivered through the Group’s professional training programme, with a planned yearly intake of trainees across the Group. The Group has Authorised Training Employer status from the ICAEW and is also a platinum ACCA training centre and a training employer for ICSA. A commitment to continual professional development maintains knowledge, skills and management capabilities and ensures that the Group’s businesses understand and adapt to regulatory developments and general market trends across multiple jurisdictions.

The following table shows the Group’s number of employees by jurisdiction as at the full years ended 31 December 2013, 2014 and 2015, and the six months ended 30 June 2016.

Location As at 31 Dec 2013 As at 31 Dec 2014 As at 31 Dec 2015 As at 30 Jun 2016

Jersey 162 219 235 282

Luxembourg 17 23 26 25

Dubai 5 3 2 1

Shanghai 3 3 5 8

Hong Kong 4 6 8 9

UK 6 20 37 39

Ireland 6 8 14 32

Guernsey 2 5 8 12

Singapore - - 1 2

Cape Town 141

Malta 8

Total 205 332 336 559

The following table shows the Group’s employee numbers by business division as at the six months ended 30 June 2016.

Division As at 30 June 2016 Debt 94 Real Estate 96 Private Equity 44 Hedge 147 Corporate and Institutional 41 Executive Incentives 29 Private Client 33

109 Treasury Services 4 Group Services 71 Total 559

12 Risk Management and Compliance

The Board has overall accountability for ensuring the risks that could impact the success of delivering the Group’s long-term strategic objectives are effectively managed. The Board has delegated oversight of the risk management framework to the Audit and Risk Committee, which reviews, at least annually, the effectiveness of the risk processes and internal controls in place. The Group also has an Executive Operational Risk Committee, which oversees business level risk management activities including risk escalation and risk exception management processes. The Chief Risk Officer, who is also the Chairman of the Executive Operational Risk Committee, has a direct reporting line to the Audit and Risk Committee. However, quality control and risk management remain the responsibility of all the Group's employees. This responsibility includes the need to understand and adhere to policies and procedures in their daily activities.

12.1 Risk Management approach

The Group has followed industry best practice for risk management governance and adopted the ‘three lines of defence’ framework, namely business risk management, second-line risk management, and internal audit. This framework includes a Group Risk Register which captures the risk universe, the risk appetite statement as defined by the Board and the control environment that is operated by the business to remain within risk appetite.

The prime objectives of risk management in the Group are to ensure that there is:

• A strong risk aware culture, with a distinct tone from the top, so that employees are able to identify, assess, manage and report against the key risks to the business and implement the Group’s business strategy;

• Prompt sharing and reporting of risk information with clear responsibilities alongside appropriate levels of considered risk-taking behaviour;

• An appropriate balance between cost of control and risk management, whilst also operating within the defined risk appetite; and

• A suitable basis upon which the Board can reach its conclusions on the effectiveness of the Group’s risk management and internal controls.

12.2 Risk assessment

The Group reviews and monitors risk exposures closely, considering the potential impact and any management actions required to mitigate the impact of emerging issues and future events. The Group Risk Register is the principal tool for monitoring risks which are classified in a strict hierarchy. The highest level (Level 1) identifies five risk categories: Business Model, Operational, People, Regulatory and Financial. The next level (Level 2) contains defined risk categories and the final level (Level 3) carries the detailed risks themselves which are captured and maintained across the Group. Risks are assessed using a 1–4 scoring system with each Level 3 risk rated by assessing the likelihood of its occurrence and the associated impact. A residual risk score is then derived by taking into account an assessment of the internal control environment or other mitigation.

12.3 Risk Appetite

In determining its risk appetite, the Group has defined the levels of risk it is willing to take in the pursuit of its strategic objectives. This has been articulated as a Risk Appetite Statement with appetite set for each of the Level 2 categories within the Group Risk Register. For each Level 2 risk category, the risk appetite is compared against the associated residual risk to identify areas of focus.

110 12.4 Principal risks

The risks from the Group Risk Register are discussed, debated and challenged, firstly by senior management and Executive Directors, and then by the Audit and Risk Committee, with a view to presenting the key risks to the Board. The Board has agreed that the top ten risks will be presented in the Annual Report and Accounts as the Principal Risks and these are summarised in the following table, grouped by category along with details of mitigating actions. This is not an exhaustive list of all risks faced by the Group.

12.5 Assessment of principal risks

Using the approach described above, the Board is able to confirm that they have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity.

The Group’s risk, regulatory and compliance functions are structured as follows:

13 Information Technology

The Group’s information technology offering and core application suite operates on one common platform across all jurisdictional offices, supplemented by additional infrastructure platforms acquired through the recent IDS and FLSV acquisitions. The application suite primarily consists of commercial off-the-shelf systems from recognised third parties. However, the Group has developed in-house its core service and risk management application, Console, tailored to the particular requirements of a regulated business such as Sanne. These platforms are scalable and support the core processes of the business and its future growth plans.

13.1 Core applications

The Group believe its core application suite is suitable to fit the requirements of the business and is sufficiently scalable to support future needs. These applications include:

• Console: internally developed by the Group in 2008 and based on an open source database, Console is the Group’s core service and risk management platform, maintaining client and entity

111 classification data, related task information and risk management tools including logs, registers and KYC records, certain of which are regulatory requirements;

• Navison: administration solution based on Microsoft Dynamics ERP, provided by TouchStone – used for time recording, billing/invoicing and the Group’s own financial accounting processes;

• BankClarity: a payment and treasury management solution used to manage payment authorisation and processing, treasury administration and foreign exchange;

• Specialist divisional support applications are utilised (also used in the acquired businesses of IDS and FLSV) to support segments of the Group’s business divisions, including eFront, a core fund administration and accounting application and pfs-paxus, a hedge fund application used by IDS; and

• Back office applications: a suite of applications are used to support the Group, including People Inc (used to manage HR and staff records) and Varonis (third party provided suite of data access solutions).

13.2 Data centres

The Group’s legacy information technology infrastructure is based on two data centres in Jersey and Guernsey to enhance the capacity and reliability of the Group’s systems and provide security and disaster recovery protection. The data centres are used for running production processing on a daily basis, with all customer data being replicated or backed-up in both centres. This model utilises two enterprise standard specialist sites with distinct and independent power supplies and back-up systems.

FLSV has a data centre in its Manhattan headquarters, supplemented by regional infrastructure based in its operational centre in Belgrade, Serbia and all covered by a geographically separate disaster recovery site in Cleveland, Ohio.

IDS operates a fully viritualised environment from its primary data centre in its offices in Cape Town. Back- up is run onsite and offsite through the replication of all production services to its offsite disaster recover location.

14 Insurance Coverage

Like most professional services firms, the Group has insurance cover to protect its business in the event of claims. In particular, regulated businesses are required to carry PI insurance that meets specified requirements. The Group meets all of these requirements and maintains a good relationship with key underwriters based on transparent risk management procedures. The Directors believe that the Group’s current insurance coverage is appropriate for its business, in respect of its level and applicable excesses and deductibles, considering the Group’s business location as well as the size of its business activities.

15 Dividends and Dividend Policy

The ability of the Company to pay dividends is dependent on a number of factors and there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be. In this regard, please see the “Risk Factors” section of this document.

16 Taxation

The attention of investors is drawn to the information regarding taxation set out in Part XII (Taxation), of this Prospectus. The information is intended only as a general guide to the current tax position under Jersey and UK taxation law for certain types of investor. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their professional advisers.

112 PART VI - INFORMATION ON THE IFS GROUP

Overview

The IFS Group is a Mauritian-based provider of fund and corporate administration and fiduciary services. The IFS Group was founded in 1993 by Couldiplall Basanta Lala and Kapil Dev Joory who both have broad experience in international finance. The IFS Group provides a comprehensive suite of services to clients wishing to use Mauritius as a platform for investment or to conduct business internationally. The IFS Group is licensed by the FSC to provide incorporation of global companies and trusts, general management administration and accounting services, and the provision of corporate secretarial services. The IFS Group's clients include mutual funds, private equity funds, hedge funds, venture capital funds and corporates looking to set up investment holding, investment management, trading or service entities. The range of services provided cover the initial stages of structuring and set up through to the administration during the life of the entity and to the eventual disposal of assets and determination. The IFS Group employs over 260 employees in Mauritius. The IFS Group currently provides services to more than 1,000 entities and has in excess of US$82 billion in assets under administration.

The IFS Group's initial focus was to provide administration and support services for structures holding Indian investments. Over time, the IFS Group expanded its geographical focus to include Africa and other parts of Asia. It is a member firm and an authorised training employer of the Institute of Chartered Accountants in England and Wales. It is also a platinum member of the Association of Chartered Certified Accountants (UK) and has approved employer and trainer status. As of 31 December 2015, approximately 69 per cent. of structures serviced by the IFS Group were India focused and 14 per cent. were Africa focussed.

The IFS Group provides a range of products and services to manage and administer offshore structures. The structures that the IFS Group focuses on include corporate entities such as global business companies, limited life companies, protected cell companies and domestic companies as well as funds, trusts, foundations and limited partnerships. The IFS Group also has specialist teams, which provide corporate and fund structuring legal services as well as tax and compliance services.

Core services

The IFS Group provides a broad range of services through its client service delivery operations as well as through specialist service teams. In addition to corporate, secretarial and administration services, the IFS Group also provides tax and asset planning services for business activities, blended with in-house legal review services. The IFS Group's core corporate, secretarial and administration services provided across corporate, fund and trust structures are described below.

Fund accounting services for open-ended funds (e.g. CIS)

The IFS Group provides a range of specialist services to CIS and other open-ended fund structures. These services include:

• fund accounting including cash management and reconciliation, positions and balances reconciliation, partnership accounting and periodic or ad hoc accounts preparation;

• trading services such as trade placement and capture, confirmation with brokers and stock exchanges, exchange rate, prices and corporate action management;

• transfer agency services such as liaising with investors for subscriptions, redemptions, transfers and buybacks, and maintenance and issuance of capital call account statements;

• handling of ad hoc investor correspondence and queries as well as broader investor reporting services including dissemination of newsletters and other fund reports;

• review, management and validation of fund NAV calculations;

• preparation and finalisation of statutory accounts; and

113 • performing customer due diligence and anti-money-laundering checks as required by the relevant laws governing the structure.

Fund accounting and administration services for closed ended funds

The IFS Group provides specialised services focused on client companies in the private equity space. These services are largely unique to private equity fund structures and include:

• fund accounting including specialist private equity orientated fund accounting and consolidation, calculation of carried interest and cash management;

• administration of capital calls and processing of distributions to fund investors ;

• maintaining physical custody of title deeds for investments;

• computation and/or review of fund management fees;

• handling of ad hoc investor correspondence and queries as well as broader investor reporting services including dissemination of newsletters and other fund reports; and

• preparation and finalisation of statutory accounts.

Corporate secretarial services

The IFS Group acts as corporate secretary for client corporate structures and is responsible for all corporate secretarial functions, ongoing corporate governance and compliance of the client company with local bylaws and statutes. More specifically, corporate secretarial services include:

• providing Mauritian company law advice to board members of the client company;

• maintenance of statutory books and records including director register and shareholder register;

• convening, attending and taking minutes of meetings of directors and shareholders;

• required regulatory document filings; and

• certification of annual financial statements of client company that all filings with the Registrar of Companies ("ROC") have been made.

Trust services

IFS Trustees, part of the IFS Group, is a qualified trustee, licensed by the FSC to provide trusteeship services. These services are aimed at high net worth individuals seeking to operate a trust or foundation. The IFS Group's core trust services include:

• acting as trustees for the client trust with the responsibility of preserving and enhancing so far as is reasonable, the value of trust property;

• maintain up-to-date and accurate accounts and records for the trust or foundation;

• keep a register of beneficiary and settlors of the trust; and

• other general administration and record keeping for the trust.

Registrar services

The IFS Group provides registrar facilities for safe keeping of records and office facilities for the registered office of the client company and for board, shareholder and other meetings. More specifically, registrar services include:

• taking and keeping of board minutes;

114 • acting as custodian of all correspondence between the client company and other third-party service providers;

• maintaining records of subscriptions and redemptions requests from shareholders; and

• keeping all records of investments, divestments, accounting and other records of the relevant structure.

Foreign Account Tax Compliance Act services

The IFS Group offers specific services to ensure that its clients comply with the provisions of FATCA. The IFS Group's FATCA services include:

• undertaking all registration requirements for the client's structure;

• performing the work and reviewing information required to confirm stakeholders' FATCA status;

• meeting the client structure's reporting requirements to the Mauritius Revenue Authority; and

• maintaining the required records for reporting purposes.

Winding-up and liquidation services

The IFS Group has a centralised team for administering client entities that are winding-up under the relevant sections of the Mauritian Companies Act 2001, and provides assistance to clients involved in liquidation procedures under the Mauritian Insolvency Act 2007. The primary winding-up and liquidation services include:

• providing guidance and assistance to the various units and clients in respect of winding up and liquidation procedures;

• handling the winding up and/or administration process of client entities; and

• managing any other third parties, such as liquidators, on behalf of the client.

As well as the general administration, secretarial and accounting services, the IFS Group also offers clients specialist services across the following three areas: corporate and fund structuring, legal services, and tax and compliance services.

Corporate and fund structure establishment

The IFS Group's corporate and fund structuring team provides clients with a full suite of services relating to the set-up and registration of new corporate, fund and trust structures. The services offered include assistance on the optimal structure for clients’ needs with regards to operational issues, tax efficiency, Mauritian regulatory and double tax treaty aspects. In addition, the team provides a full range of services in order to set-up the relevant legal entities and manage all entry requirements. The set-up services include processing required documentation, liaising with the project team and international legal and tax advisers, reviewing various constitutional documents and agreements and assisting drafting administrative and constitutional documents.

Legal services

The IFS Group has a dedicated in-house legal services team, which provides company legal support services to its clients. These services are provided by qualified staff and include:

• drafting and reviewing constitutional documents;

• drafting of agreements for specific transactions;

• reviewing offer documents and other agreements;

115 • conducting legal due-diligence;

• preparing advisory reports on particular transactions or queries;

• assisting in closing transactions, working in close collaboration with local or international counsels;

• working together with legal counsel for the issuance of legal opinions;

• registering and inscribing security interests;

• ensuring adherence to regulatory and statutory requirements; and

• assisting in litigation cases.

Tax and compliance services

The IFS Group’s tax and compliance team includes tax specialists who focus on delivering a comprehensive suite of tax services, which include:

• assistance with tax structuring of cross border activities, mergers and acquisitions, and corporate restructurings;

• Mauritius tax opinions;

• implications of local regulatory and legislative tax changes;

• tax ruling applications;

• handling of queries from foreign tax authorities under exchange of information articles of DTAs / Tax Information Exchange Agreements;

• review of agreements, contracts and other business documents;

• tax due diligence reporting;

• managing tax audits;

• administering tax assessment cases;

• providing "four-eyes" review of tax computations;

• registration for VAT and Pay as You Earn ("PAYE") purposes in Mauritius;

• tax computations, preparation and filing of income tax, PAYE, Tax Deduction at Source ("TDS") and VAT returns;

• facilitating settlement of tax liabilities and handling refund cases;

• applications for Tax Residence Certificate; and

• design, review and implementation of controls to ensure compliance with tax laws and regulations.

Grouping these divisions together the Directors identify a number of growth opportunities across fund services, corporate services and specialist services. Within fund services, debt and fund administration, outsourcing, the distribution waterfall calculation and the Investor Portal. Within corporate services, services for HNWIs, liquidations and regional headquarter services. Within specialist services, growth opportunities include Sharia-related services and out sourced tax compliance.

The chart below shows how the IFS Group breaks down its revenue by high level income type for the year ended 31 December 2015:

116 Characteristics of the IFS Group operating model

The Group's Board consider the IFS Group’s revenue model to be very similar to that of the Group, with contracts covering structures with multi-year lives. The IFS Group business looks after both open-ended (such as mutual and hedge funds) and closed ended (such as PE and Debt funds) fund structures as well as corporate holdings structures which tend not to have a finite life. The IFS Group’s engagement may either be for the life of the structure or multi-year on a rolling extension basis. The majority of the IFS Group’s business (approximately 77 per cent. by value in the year ended 31 December 2015) is derived from supplying services to funds which are open-ended and do not have a finite life. The remaining circa 23 per cent. of structures by value are closed ended and have a finite life. Over the last three years, the IFS Group has enjoyed low levels of attrition from its client base with revenue attrition of 2.2 per cent., 2.3 per cent. and 1.7 per cent. for each of the three years ended 31 December 2013, 31 December 2014 and 31 December 2015, respectively. As with the Group, this contract nature results in high levels of recurring revenues and provides a significant level of earnings visibility.

The IFS Group charges its clients on a fixed fee basis, variable fee basis, or a combination of both, depending on the type of service which it is providing and, in some cases, client preference. Typically, fixed fees relate to structured fees which have been agreed in advance of entering into a contract with a client and cover a defined scope of services such as recurring administration and secretarial services. Variable fees are typically made up of ad hoc services undertaken for a structure. Of total income invoiced in the year ended 31 December 2015, approximately 55 per cent. was billed on a fixed fee basis and 45 per cent. was variable based on a time and materials basis.

Direct costs relate solely to direct payroll costs and have been broadly flat over the past three years. This has led to consistent gross profit margins of approximately 78 per cent.. Gross margins generated in the IFS Group are higher than the Group’s gross margins over the same period as, in the view of the Directors, the IFS Group is able to charge its international client base relative to the high standard of service which it is providing, whilst incurring payroll costs reflective of the geography in which it operates.

Stable operating costs (of which rent and rates is the most significant cost) have meant that EBITDA margins have been able to be maintained at levels in excess of 60 per cent.

Clients

The IFS Group contracts with a broad range of funds and corporates looking to set up investment holding, investment management, trading or service entities. The IFS Group’s clients have in excess of US$82 billion in assets under administration (the Group: >£100bn).The chart below shows the IFS Group's

117 assessment of the source of the funds it has under administration by geography. This indicates a high degree of concentration from the North American region.

The IFS Group benefits from a diversified client base. For the financial year ended 31 December 2015, the IFS Group’s top 20 clients accounted for 41.5 per cent. of the company’s total revenue, with no single client representing more than 8 per cent.

The Directors consider the IFS Group to be a high-quality business servicing predominately fund clients. When reviewed on an entity by entity basis, 38 per cent. of all entities invoiced in 2015 (by total invoice value) were fund entities with the remaining 62 per cent. being corporate entities. However, of these corporate entities, many are actually part of structures whose ultimate parent or owner is in fact a fund or fund management group. For example, of the IFS Group's largest 20 clients, the IFS Group's management consider four, representing approximately 24 per cent. of total billings by the 20 largest clients in the year ended 21 December 2015, to be corporate clients. Whereas, all except one of these clients is actually a fund management group and would be considered to be a fund client by the Group given the nature of the ultimate parent entity.

Therefore, the Directors believe, following detailed diligence of the IFS Group client base, that the majority of the IFS Group’s revenue and billings is generated from fund group customers.

Business structure and strategy

The Directors understand that the IFS Group’s objective is to provide the highest quality service in the fastest response time to match the expectations of its international clients and to help them capitalise on opportunities arising anywhere in the world. The philosophy of the business is to build a sustainable, mutually beneficial, long-term relationship with its clients inspired by the following set of values:

• integrity;

• leadership;

• serviced by the best talent;

118 • customer service;

• respect for the individual; and

• learning and sharing.

The IFS Group pursues growth and diversification strategies in regard to its services and geographies to extend its geographic reach and relevance to its existing and future international clients. The IFS Group works closely with the world’s leading banks and professional services firms to ensure a seamless service delivery for its clients across the world. Core to the IFS Group’s strategy has been its strategy to expand its service capabilities and offerings in order to provide a one-stop shop for all of its clients' needs when considering an offshore structure based in Mauritius. This strategy has resulted in the addition of a range of services that the IFS Group now offers to its clients with a recent example being the addition of FATCA services, which are now required by a large proportion of the IFS Group's existing and target client base.

The IFS Group seeks to drive future growth through diversification of its services into new jurisdictions and to new customers, for example, providing services to high net worth individuals such as wealth planning, family office and trustee services by the IFS Trustees. The IFS Group continues to explore other areas and services, such as sharia-related services involving the structuring of sharia-compliant vehicles and the review of sharia-compliant documentation.

Under its current ownership, the IFS Group is led by its board, which comprises its two founders, Couldiplall Basanta Lala (approximately 95 per cent. shareholder) and Kapil Dev Joory (approximately 5 per cent. shareholder) and its chairman, Dr Rama Sithanen, as well as Anupama Basanta Lala and Divya Basanta Lala (both shareholders in IFS Trustees). The chairman is a former Vice Prime Minister and Mauritian Finance Minister. Anupama Basanta Lala is an executive director and the company secretary of the IFS Group. She oversees the legal and corporate advisory services. Divya Basanta Lala is an executive director and oversees the finance function of the firm.

The IFS Group’s executive management team sits below the IFS Group's board and comprises the following:

• Rubina Toorawa – Chief Operating officer;

• Fareed Soreefan – Director – Compliance and Control;

• Akshar Maherally – Director – Taxation;

• Anupama Basanta Lala – Director – Legal and Corporate Advisory;

• Divya Basanta Lala – Director – Finance;

• Sudesh Basanta Lala – Director – Human Resources;

• Peggy Soobiah – Associate Director – Corporate Affairs (including Risk Management);

• Zakir Naimut – Associate Director – General Operations; and

• Yash Beeharee – Associate Director – Compliance.

The chart below illustrates the functional structure of the IFS Group:

119 Regulatory environment

Mauritius has a large, well-regulated financial services industry. The financial services industry in Mauritius is regulated by the FSC, which regulates non-banking financial services, and the Bank of Mauritius, which regulates banking financial services. Mauritius is a well-developed international financial centre, in particular for businesses looking towards Africa and Asia. Mauritius was the first jurisdiction to become FATCA-compliant and is already adhering to the Common Reporting Standard. Mauritius is widely viewed as the international finance centre of choice for private equity funds in Africa and India, as Mauritius offers one of the most stable macro-economic and business-friendly environments in the Africa and Indian Ocean region.

Mauritius has a well-developed, regulated, transparent and modern legislative framework. Its legal system is reinforced by strong links with the United Kingdom, a legacy from when it was a UK colony. It has a hybrid of civil law and common law due to its earlier links with the French legal system.

Market overview and competitive landscape

The Directors believe that the international fund administration, corporate and fiduciary services market that the IFS Group operates in is largely the same as the Group, as set out in further detail in Part V (Information on the Group). Accordingly, the market and macro-economic and regulatory environment that the IFS Group operates in is similar to the one in which the Group operates.

Background on Mauritius as an international financial centre

Mauritius benefits from a relatively stable political, economic and social environment and its government is keen to support the country’s financial services sector and to encourage investment. Its political system is based on the Westminsterial model and the government is democratically elected through free and fair elections every five years, which helps in its global perception of being stable and open. The country has a small but open economy, which is well-diversified and integrated into the world economy. Its banking and financial sector is regulated and is therefore seen as an attractive and diverse financial centre by many investors. The country has always taken a strong stance on anti-corruption and anti-money laundering and it has established the Independent Commission Against Corruption. This is an important measure in its fight against corruption and, taken into consideration its relatively low level of corruption, reflects the government’s efforts in creating a transparent and investor friendly environment, which makes the country more attractive to investors.

120 Mauritius offers a well-educated, skilled, cost effective and bilingual workforce, which is not dependent on work permits being obtained and foreign workers taking local jobs. Mauritius has more accountants and lawyers per capita than anywhere else on the African continent, which provides a good indication of the extent of the skilled workforce and why companies look to the jurisdiction as a financial base. By comparison, the workforce in other offshore jurisdictions such as Bermuda and the Cayman Islands are less skilled and more expensive. The skilled workforce, combined with political pressures to minimise unemployment of the local population, provides Mauritius with a competitive advantage as an international financial centre.

The chart below sets forth the total value of foreign assets managed in Mauritius in billions of US dollars:

Source: Mauritius Financial Services Commission

India has been, and continues to be, one of the important destinations for investments that are structured from and domiciled in Mauritius. This was driven to a large extent by the advantageous double avoidance taxation treaty between India and Mauritius. The treaty has been reviewed in June 2016. Starting in April 2019, India, after a transitional period of 2 years commencing April 2017, will have the right to tax capital gains on the share capital of an Indian company. Mauritius will retain the right to tax capital gains on all financial instruments other than share capital, such as debt and derivative products. The agreement also provides for withholding tax on interest for non-banking Mauritius entities to be lowered to a rate of 7.5 per cent. Whilst Singapore was the most popular jurisdiction through which foreign investment into India was made during the year 2015-16, the overall FDI through Mauritius increased by 27 per cent. as against the previous year.

121 Mauritius FDI flows in to India

Africa is shaping up as a key market in the diversification strategy of the Mauritius International Financial Centre. Mauritius is positioning itself to become the business and finance hub between the rest of the world and more particularly between China and India on the one hand and Africa on the other. Mauritius is consistently ranked as the best place to do business in Africa as per the World Bank’s Doing Business report. It is also the first out of 54 African countries for overall governance as measured by the Mo Ibrahim index. Factors taken into consideration for the ranking include safety, rule of law, participation, and human rights, sustainable economic opportunities and human development.

The chart below sets forth Mauritius FDI flows into Africa (MUR m):

Mauritius FDI flows in to Africa

122 Due to its positioning, Mauritius is well placed to act as a launch pad for investors in to Africa with the region seen as having key competitive advantages over others. Mauritius tops African rankings for governance and ease of doing business and continues to attract big investors as a platform with investment skills, legal expertise and favourable tax all being strengths of the region .

Growth can also be seen in the South East Asia region, the chart below specifically shows the growth in alternative assets under management in Singapore over the past five years.

Alternative assets under management in Singapore

Competitive landscape

Mauritius has a highly diversified market place for trust and fiduciary services with approximately 170 licence holders, of which 10 license holders, which primarily consist of local firms, control 60-70 per cent. of the assets under administration. The IFS Group is one of the largest operators in the market with an estimated market share of 14 per cent. based on revenue.

The chart below shows the number of management companies as of 31 December 2015:

123 Source: Mauritius Financial Services Commission Annual Report

The chart below shows the total income of management companies in USD as of 31 December 2015:

Revenue of management companies

Key strengths

The Directors believe that the IFS Group has:

• established leading market position within the Mauritius international financial services sector, driven by early mover advantage when the business was first established in 1992, and a continued investment in high quality services provision across the core company secretarial, fund administration and financial reporting disciplines;

• a strong leadership by key management personnel adopting a client centric approach;

124 • Highly cash generative with strong operating margins driven principally by the competitive operating cost base in Mauritius coupled with an international client base who recognise the value of the services being provided;

• a high-quality international client base, which includes institutional names with many repeat structures and wide-ranging service requirements; and

• a comprehensive “one-stop shop” service offering from incorporation of corporate vehicles through to company secretarial, administration, financial reporting and regulatory reporting services. These core administration services are supported by legal and tax capabilities.

Employees

The IFS Group employs over 260 employees in Mauritius. The IFS Group professional support team comprises qualified accountants, chartered secretaries and graduates in disciplines such as economics, actuarial science, management, business administration, accounting, finance and law. Furthermore, there is an enterprise support services workforce of 52 people looking after the IFS Group's administration and ancillary services.

The IFS Group’s operational team is highly qualified, with 45 per cent. of the team holding a university degree and a professional qualification. The remainder of the team (55 per cent.) hold university degrees and/or are pursuing professional qualifications, sponsored by the IFS Group.

The workforce is young and dynamic with 83 per cent. between 18 and 35 years old as at 31 December 2015. The workforce has 53 per cent. of employees with more than three years’ of experience at the IFS Group and approximately 17 per cent. of employees have been at the IFS Group for more than nine years as at 31 December 2015.

The IFS Group is a performance-based organisation which has in place a performance management system. Career progression, rewards and benefits are directly linked to performance of the individual. As an equal opportunity employer, the IFS Group also ensures gender balance across career levels of its workforce.

The IFS Group supports its staff and their professional development by sponsoring employees through their professional qualification studies and supplementing their academic knowledge with both internal and external technical classroom training, including soft skills development. A structured technical training curriculum has been developed and is updated every year for deployment to staff across all levels. In addition, a significant share of supervisors’ time is devoted to on-the-job, hands-on coaching.

Risk management and compliance

The mission of risk management is to identify, assess and manage all the risks which the firm is exposed to in performing its business activities. Risks of the firm are managed through internal control mechanisms including segregation of duties; up-to-date and comprehensive risk policies; adherence to legal and regulatory requirements; reliable decision-making support; independent reviews and audits; and comprehensive corporate governance. The IFS Group's board sets the business strategies for the firm, which are linked to the board's risk appetite. The risk tolerance limits set by the board determines the IFS Group risk policies, which are implemented for the different functions and key processes of the IFS Group's business including but not limited to taxation, accounts, anti-money laundering, due diligence, corporate set-up, and advisory. The IFS Group's risk policies are then translated into detailed procedures for each of the functions and processes. The detailed procedures are then implemented by each unit and converted into achievable action points. The key processes and procedures are audited annually by one of the “Big Four” accounting firms, following ISAE guidelines.

Segregation of duties at the IFS Group is a fundamental practice for all operational transactions undertaken firm-wide. Segregation of duties covers among other things reviewer/checker control at the transactional level, setting and implementing approved signatory limits for the execution of wire transfer instructions, approved criteria for the appointment of director on the board of companies and execution of documents on the firm's behalf. The Risk Assessment and Control Framework of the IFS Group comprises two distinct

125 components, the Corporate Risk Management team, which focuses on the firm's capability and control environment to meet its objectives and the Compliance and Controls team, which monitors the IFS Group's client matters.

The Corporate Risk Management team identifies and assesses firm-wide risks and opportunities and ensures the implementation of the required mitigation initiatives based on the IFS Group's risk appetite. The team also maintains a risk register updated at all times and monitors and performs ad hoc reviews to ensure effective application of controls/risks mitigation, particularly focusing on high-risk areas. The corporate risk management team also performs risk awareness sessions across the firm and reports directly to the board.

Any risk identified by the board is channelled through the Corporate Risk Management team, which takes action to ensure that the risk is recorded, measured, monitored and reported firm-wide. The Corporate Risk Management team also facilitates the maintenance of the business risk register to record and track business risks and appropriate mitigation actions. This register is reviewed on an ad hoc basis to ensure that it is kept up-to-date and that mitigation actions are implemented properly. A risk management report is submitted to the board on a quarterly basis, which provides an update on the status of risks, and the mitigation actions being implemented in response to them. A monthly corporate dashboard is also maintained to provide management with a birds-eye view of the health of the firm, in line with its long-term plan.

The IFS Group's compliance and control team focuses on service delivery to clients, in particular, service standards and client service expectations. The compliance and control team monitors office wide compliance issues and carries out planned and ad hoc verification in accordance with established work programmes. The IFS Group has a well-defined compliance and reporting framework, which runs through an enterprise information management system. Management has online and global access to live data under each reporting category as well as KPI reports available through this system. The compliance and control team regularly reviews internal compliance reports completed by the operations teams to ensure that required filings have been made on time and correctly. The team also performs regular file reviews of client files to ensure these are being properly maintained as per internal policies and statutory requirements.

Information technology

The IFS Group utilises a range of business applications and hardware in delivering its client services. The business has a full-fledged, central Information and Communication Technology (“ICT”) unit . The ICT team has deployed a series of control measures to control, address and mitigate the potential risks associated with data and information management and security. In addition to ensuring integrity and confidentiality of the IFS Group clients and employees, the ICT team has also built in adequate redundancy systems to ensure business continuity and resilience.

Access controls are established centrally, reflective of the employees' job responsibilities and in accordance with management's approved access matrix. Access controls are monitored and passwords changed periodically. Controls have been designed for adding, changing and deleting use of access. Controls are established to ensure that changes to the IFS Group's parameters are duly authorised by management before implementation. Any support request submitted through a tracking system is actioned in a timely manner. Robust firewalls and other equipment security devices have been implemented to protect the IFS Group’s network systems. In addition to the strong internal controls environment, the IFS Group calls upon external IT consultants to check on the adequacy and reliability of the controls on an occasional basis.

126 PART VII - OPERATING AND FINANCIAL REVIEW OF THE GROUP

The following operating and financial review should be read in conjunction with the historical financial information incorporated by reference in Part IX (Historical Financial Information Relating to the Group) of this document and the other financial information relating to the Group included elsewhere in this document. This review contains forward-looking statements based on the current expectations and assumptions about the Group’s future business. Such statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward- looking statements are not guarantees of future performance. The actual investment performance, results of operations, financial condition and dividend policy of the Group, as well as the development of its financing strategies, may differ materially from the impression created by the forward-looking statements contained herein as a result of certain factors including, but not limited to, those discussed in the “Risk Factors” section of this document.

The selected financial information incorporated by reference in this Part VII (Operating and Financial Review of the Group) is from the historical financial information of the Group for the two financial years ended 31 December 2013 and 31 December 2014, the annual report and accounts of the Group for the financial year ended 31 December 2015, and the interim results of the Group for the six months ended 30 June 2016 incorporated by reference within Part IX (Historical Financial Information Relating to the Group), which has been prepared in accordance with IFRS.

1. OPERATING AND FINANCIAL REVIEW FOR THE YEAR ENDED 31 DECEMBER 2013

The page numbers below refer to the relevant pages of the IPO prospectus of the Group for the financial year ended 31 December 2013:

Operating and Financial Review - pages 73-88

2. OPERATING AND FINANCIAL REVIEW FOR THE YEAR ENDED 31 DECEMBER 2014

The page numbers below refer to the relevant pages of the IPO prospectus of the Group for the financial year ended 31 December 2014:

Operating and Financial Review - pages 73-88

3. OPERATING AND FINANCIAL REVIEW FOR THE YEAR ENDED 31 DECEMBER 2015

The page numbers below refer to the relevant pages of the annual report and accounts of the Group for the financial year ended 31 December 2015:

Strategic Report – pages 7-25

Financial Report – page 28

4. OPERATING AND FINANCIAL REVIEW FOR THE SIX MONTHS ENDED 30 JUNE 2016

The page numbers below refer to the relevant pages of the interim results for the Group for the six months ended 30 June 2016 of the Group:

Interim Management Report – pages 3-6

127 PART VIII - CAPITALISATION AND INDEBTEDNESS STATEMENT

The following table sets out the capitalisation of the Group as at 30 September 2016 and has been extracted from the Group's unaudited management accounts as at 30 September 2016.

Capitalisation As at 30 September 2016 (£ 000) Issued share capital 1,160 Share premium 44,745 Own share reserve (427) Retranslation reserve 3,198

Total capitalisation 48,771

There has been no material change in the Group's total capitalisation since 30 September 2016.

The following table sets out the indebtedness and net financial indebtedness of the Group as at 1 November 2016 and have been prepared under IFRS using policies which are consistent with those used in preparing the Group's unaudited financial information for the period ended 30 June 2016.

Indebtedness As at 1 November 2016 (£ 000) Total current debt Guaranteed - Secured - Unguaranteed/unsecured - Total non-current debt Guaranteed - Secured(1) (60,000) Unguaranteed/unsecured -

Total indebtedness (60,000)

(1) Secured non-current debt is a bank loan totalling £60 million secured by way of a charge over the shares of subsidiaries of the Group.

128 Net Indebtedness As of 1 November 2016 (£ 000) Cash and cash equivalents 15,253

Total liquidity 15,253

Current financial debt

Current financial debt (60,000)

Net financial indebtedness (44,747)

There has been no material change in the Group’s indebtedness since 1 November 2016.

129 PART IX - HISTORICAL FINANCIAL INFORMATION RELATING TO THE GROUP

1 Basis of financial information

The audited consolidated financial statements of the Group included in Sanne's IPO prospectus dated 27 March 2015 (and the accountants report thereon), the Group's annual report and accounts for the financial year ended 31 December 2015 (and the audit report thereon), together with the Group’s unaudited interim results for the six months ended 30 June 2016, are incorporated by reference into this document. The consolidated financial statements for the financial years ended 31 December 2013, 2014 and 2015, were prepared in accordance with IFRS, were audited, and the report for each such financial year was unqualified.

2 Cross reference list

The following list is intended to enable investors to identify easily specific items of information which have been incorporated by reference into this document.

Financial statements for the financial year ended 31 December 2013

The page numbers below refer to the relevant pages of Sanne's IPO prospectus dated 27 March 2015:

• Accountant's report in respect of the historical financial information relating to the Group - page 89

• Consolidated income statement - page 91

• Consolidated statement of comprehensive income - page 91

• Consolidated balance sheet - page 92

• Consolidated cash flow statement - page 94

• Significant accounting policies - pages 95 to 101

• Consolidated statement of changes in equity - page 93

• Notes to the historical financial information - pages 95 to 126

Financial statements for the financial year ended 31 December 2014

The page numbers below refer to the relevant pages of Sanne's IPO prospectus dated 27 March 2015:

• Accountant's report in respect of the historical financial information relating to the Group - page 89

• Consolidated income statement - page 91

• Consolidated statement of comprehensive income - page 91

• Consolidated balance sheet - page 92

• Consolidated cash flow statement - page 94

• Significant accounting policies - pages 95 to 101

• Consolidated statement of changes in equity - page 93

• Notes to the historical financial information - pages 95 to 126

130 Financial statements and accounts for the financial year ended 31 December 2015

The page numbers below refer to the relevant pages of Sanne's Annual Report for the financial year ended 31 December 2015:

• Chairman's statement - page 2

• Chief finance officer's report - page 28

• Auditor's report - page 67

• Consolidated income statement - page 74

• Consolidated statement of comprehensive income - page 75

• Consolidated balance sheet - page 76

• Consolidated cash flow statement - page 78

• Significant accounting policies - pages 80 - 86

• Notes to the consolidated financial statements - pages 79 to103

• Consolidated statement of changes in equity - page 77

• Divisional review - pages 14 to 20

Unaudited interim results for the six months ended 30 June 2016

The page numbers below refer to the relevant pages of Sanne's interim results for the six months ended 30 June 2016:

• Financial highlights - page 1

• First half review - page 3

• Divisional review - page 4

• Working capital and cash flow arrangements - page 5

• Tax - page 17

• Outlook - page 6

• Consolidated income statement - page 9

• Consolidated balance sheet - page 10

• Consolidated statement of comprehensive income - page 11

• Consolidated statement of changes in equity - page 12

• Consolidated cash flow statement - page 13

• Notes to the consolidated results - pages 14 to 22

• Business combinations - pages 19 to 21

• Independent review report to the Group - page 8

131 PART X - HISTORICAL FINANCIAL INFORMATION RELATING TO INTERNATIONAL FINANCIAL SERVICES LIMITED

Statement of comprehensive income

Notes Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD‘000 USD‘000 USD‘000

Revenue 27,213 28,119 28,212

Direct costs (6,368) (6,164) (6,190)

Gross profit 20,845 21,955 22,022

Other operating income 8 329 111 141

Operating expenses 9 (4,766) (4,516) (3,777)

Operating profit 16,408 17,550 18,386

Finance income 10 188 229 185

Finance cost 11 (25) (35) (35)

Profit before taxation 16,571 17,744 18,536

Taxation 11 (2,888) (3120) (3,130)

Profit for the year 13,683 14,624 15,406

Other comprehensive income

Items that will not be classified subsequently to profit or loss

Re-measurement of retirement benefit obligations, net deferred tax (172) (94) (98)

Total comprehensive income 13,511 14,530 15,308

Earnings per share (expressed in cent per ordinary share)

Basic and diluted 14 273.6 292.5 308.1

132 Statement of financial position

Notes As at As at As at 31 31 31 December December December 2013 2014 2015 USD‘000 USD‘000 USD‘000

Assets

Non-current assets

Property, plant and equipment 15 345 183 120

Deferred tax asset 12 682 493 455

Investment in subsidiaries 16 3 3 3

Total non-current assets 1,030 679 578

Current assets

Trade and other receivables 17 1,068 1,675 2,103

Cash and cash equivalents 9,176 13,467 10,059

Accrued income 2,807 2,689 2,830

Total current assets 13,051 17,831 14,992

Total assets 14,081 18,510 15,570

Equity

Share capital 19 18 18 18

Retained earnings 8,018 5,548 8,216

Total equity 8,036 5,566 8,234

Current liabilities

Deferred revenue 24 3,178 3,370 3,343

Trade and other payables 21 1,352 1,230 1,745

Dividend payable 222 6,773 449

Current tax liabilities 584 701 809

Total current liabilities 5,336 12,074 6,346

Non-current liabilities

Retirement benefit obligation 26 709 870 990

Total non-current liabilities 709 870 990

Total equity and liabilities 14,081 18,510 15,570

133 Statement of changes in equity

Year ended 2013, 2014 and 2015

Share Retained Total capital earnings equity USD‘000 USD‘000 USD‘000 At 1 January 2013 18 7,307 7,325 Total comprehensive income for the year - 13,511 13,511 Dividends (note 25) - (12,800) (12,800)

At 31 December 2013 18 8,018 8,036 Total comprehensive income for the year - 14,530 14,530 Dividends (note 25) - (17,000) (17,000)

At 31 December 2014 18 5,548 5,566 Total comprehensive income for the year - 15,308 15,308 Dividends (note 25) - (12,640) (12,640)

At 31 December 2015 18 8,216 8,234

134 Statement of cash flows

Notes Year Year Year ended ended ended 31 31 31 December December December 2013 2014 2015

USD‘000 USD‘000 USD‘000

Operating profit 16,408 17,550 18,386

Adjustments for:

Depreciation of property, plant and equipment 15 434 232 122

Loss on assets not in use scrapped - 16 -

Proceeds from disposal of fixed assets - - (3)

Pension service cost 69 68 66

Exchange differences (251) 371 (70)

Operating cash flows before movements in working capital 16,660 18,237 18,501

Increase in debtors (249) (489) (569)

Increase in creditors 119 71 488

Cash generated by operations 16,530 17,819 18,420

Taxation paid (3,377) (2,817) (2,986)

Net cash from operating activities 13,153 15,002 15,434

Investing activities

Purchases of property, plant and equipment 15 (84) (86) (59)

Proceeds from the sale of property, plant and equipment - - 3

Interest received 10 188 229 185

Net cash from investing activities 104 143 129

Financing activities

Dividend paid (13,888) (10,449) (18,964)

Net cash flow used in financing activities (13,888) (10,449) (18,964)

Net (decrease)/increase in cash and cash equivalents (631) 4,696 (3,401)

Cash and cash equivalents at the beginning of the year 9,542 9,176 13,467

Effects of exchange rate changes 265 (405) (7)

Cash and cash equivalents at the end of the year 9,176 13,467 10,059

135 1 General information

International Financial Services Limited was incorporated in Mauritius on 20 December 1993 and commenced activity on 1 February 1994 and has its registered office at International Financial Services Limited Court, Bank Street, Twenty Eight Cybercity, Ebene 72201, Mauritius. It holds a management licence issued under Section 77 of the Financial Services Act 2007.

2 Basis of preparation

The historical financial information has been prepared in accordance with the IFRS as issued by the International Accounting Standards Board ("IASB"). IFRS includes the standards and interpretations approved by the IASB including International Accounting Standards (“IAS”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

The historical financial information has been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

The preparation of the historical financial information of International Financial Services Limited for the three years ended 31 December 2015, 2014 and 2013 has been performed specifically for the inclusion in this document. The historical financial information has been prepared in accordance with the requirements of the Prospective Directive regulation and the UK Listing Rules and in accordance with the basis of preparation.

The accounting policies applied to the historical financial information are consistent with the accounting policies adopted in the Group’s latest published annual financial statements for the year ended 31 December 2015.

Subsidiaries have not been consolidated on the basis that they act on a nominee basis and have no income or expenses, and no assets or liabilities. Subsidiaries are therefore deemed immaterial to International Financial Services Limited as a whole.

The historical financial information is presented in US dollars and all values are rounded to the nearest thousand (USD'000), except when otherwise indicated.

The principal accounting policies adopted are set out below.

3 Going concern

The Company has a reasonable expectation that International Financial Services Limited has adequate resources to continue in operational existence for the foreseeable future. The Company has reviewed International Financial Services Limited's financial projections and cash flow forecasts and believe, based on those projections and forecasts, that it is appropriate to prepare the historical financial information of International Financial Services Limited on the going concern basis. Accordingly, the going concern basis of accounting has been adopted in preparing the historical financial information.

4 Adoption of new and revised standards

(a) Adoption of new and revised IFRS

A number of new and revised Standards and Interpretations have been adopted in the current year. Their adoption has had no material impact on the amounts reported in these financial statements.

(b) New standards, amendments and interpretations issued, but not effective:

At the date of authorisation of these financial statements the following Standards and Interpretations, which have not been applied in the historical financial information, were in issue but not yet effective for the year presented:

136 Standard Effective date IFRS 11 ‘Joint Arrangements’ (Amendments) Accounting for Acquisitions 1 January 2016 of Interests in Joint Operations Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016 (Amendments to IAS 16 and IAS 38) Equity Method in Separate Financial Statements (Amendments to IAS 1 January 2016 27) Annual Improvements 2012-2014 Cycle 1 January 2016 Disclosure Initiative (Amendments to IAS 1) 1 January 2016 Investment Entities: Applying the Consolidation Exception (Amendments 1 January 2016 to IFRS 10, IFRS 12 and IAS 28) Recognition of Deferred Tax Assets for Unrealised Losses (Amendments 1 January 2017 to IAS 12) Disclosure Initiative (Amendments to IAS 7) 1 January 2017 IFRS 9 ‘Financial Instruments’ 1 January 2018 IFRS 15 ‘Revenue from Contracts with Customers’ 1 January 2018 IFRS 16 ‘Leases’ 1 January 2019

The Directors expect that the future adoption of IFRS 15 and IFRS 16 may have an impact on the amounts reported and/or disclosures being made. However, it is not practicable to provide a reliable estimate of the effects of the above until a detailed review has been completed. The directors do not expect that adoption of the other Standards and Interpretations will have a material impact on the financial statements in future periods. International Financial Services Limited plans to apply the changes above from their effective dates noted above.

5 Significant accounting policies

The following accounting policies have been consistently applied in dealing with items which are considered material in relation to the financial statements.

The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies as set out below.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.

Rendering of services

Revenue is recognised in the statement of comprehensive income at the point in time when International Financial Services Limited has the right to receive payment for its services, on an accruals basis.

Accrued income

Accrued income represents the billable provision of services to clients which has not been invoiced at the reporting date.

137 Accrued income is recorded based on agreed fees billed in arrears and time-based charges at the agreed charge-out rates in force at the work date, less any specific provisions against the value of accrued income where recovery will not be made in full.

Deferred revenue

Fees in advance and up-front fees in respect of services due under contract are time apportioned to the respective accounting periods, and those billed but not yet earned are included in deferred revenue in the balance sheet.

Professional fees are recognised as services are rendered, net of advance fees.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to International Financial Services Limited and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

Direct costs

Direct costs are defined by management as the costs of the income-generating divisions including staff payroll, marketing and travel attributable to the division in relation to the delivery of services and supporting growth.

Operating expenses

All expenses are accounted for in the profit or loss on an accruals basis.

Operating leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

In the event that lease incentives are received on entering into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Short term employee benefits

Short-term employee benefits include items expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related services. They consist of:

(a) wages, salaries, bonuses and social security contributions;

(b) paid annual leave; and

They are all treated as expenses in the profit or loss in the year they are incurred.

A provision is made for the estimated liability for unused annual leave to be paid to employees up to the end of the reporting period.

138 Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of International Financial Services Limited are measured using the currency of the primary economic environment in which it operates (‘the functional currency’). The reporting and the functional currency is US dollars.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss.

Earnings per share

International Financial Services Limited presents basic and diluted earnings per share. In calculating the weighted average number of shares outstanding during the period any share restructuring is adjusted by a factor to make it comparable with the other periods.

Taxation

Current tax expense is provided based on the taxable income for the period. Deferred tax assets and liabilities are recognised for temporary differences between the financial and the tax bases of assets and liabilities at each reporting date. Future tax benefits, such as the carry-forward of unused tax losses, are also recognised to the extent that realisation of such benefits is probable.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at end of the reporting period.

Amendments to tax obligations are recorded when an assessment is received or, if appealed against by International Financial Services Limited, when the result of the appeal is determined.

Dividends

Final dividend distributions to International Financial Services Limited’s shareholders are recognised as a liability in the financial statements in the period in which the dividends are approved by International Financial Services Limited’s shareholders, while the interim dividend distributions are recognised in the period in which the dividends are declared and paid.

Plant and equipment

Plant and equipment are stated at cost, less accumulated depreciation and impairment.

International Financial Services Limited computes depreciation using the straight-line method over the estimated useful lives of the respective assets.

The annual rates are as follows:

Software, network, computer and electronic equipment – 33.33 per cent.

Other office equipment - 20 per cent.

Staff canteen equipment and accessories - 20 per cent.

Motor vehicles - 20 per cent.

Office furniture, fixtures and fittings - 20 per cent.

139 Financial instruments

Financial assets and financial liabilities are recognised when International Financial Services Limited becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.

A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Financial assets and financial liabilities are measured initially at fair value which is the value of consideration received or given plus transaction costs and subsequently at fair value or at amortised costs.

Investments

The investments are stated at cost less impairment, if any.

Loans and receivables

Trade and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Cash and cash equivalents

Cash comprises cash at bank, cash equivalents and restricted cash held for client payments. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value and are held for the purpose of meeting short-term cash commitments rather than investment or other purpose. The restricted cash balance was USD 0.4m in 2015 and 2014, and USD nil in 2013.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered irrecoverable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due with one year or less (or in the normal operating cycle of the business (if longer)). If not, they are presented as non- current liabilities.

Equity instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

140 Provisions

Provisions are recognised when International Financial Services Limited has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

Related parties

Related parties are individuals and corporations where the individuals or corporations have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

Corporate Social Responsibility (CSR) Fund

In accordance with the CSR regulations (sections 50K and 50L of the Income Tax Act 1995), International Financial Services Limited is required to allocate 2 per cent. of its chargeable income of the preceding year to implement a CSR programme in accordance with its own CSR framework. The amount required for the year is recognised as a taxation expense in the statement of comprehensive income. The net amount payable to the taxation authority is included in the statement of financial position.

Retirement benefit obligations

Defined contribution plans

In addition to compulsory contributions to the State National Pension Fund, International Financial Services Limited subscribes to two retirement plans offered by third parties. The contributions by International Financial Services Limited are dependent on the seniority of the staff and is determined on a case by case basis. International Financial Services Limited’s contributions to the retirement plans are expensed as incurred.

Retirement benefits in respect of the Employments Rights Act 2008

The present value of retirement benefits in respect of the Employment Rights Act 2008 is recognised in the Statement of Financial Position as a non-current liability.

Typically defined benefit plans define an amount of benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the Statement of financial Position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.

The defined benefit obligation is calculated annually using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in Other Comprehensive Income in the period in which they arise. Past- service costs are recognised immediately in Profit or Loss.

Defined benefit costs are categorised as follows:

• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

• net interest expense or income; and

• re-measurement.

141 International Financial Services Limited presents the first two components of defined benefit costs in Profit or Loss.

6 Critical accounting judgements and key sources of estimation uncertainty

In the application of International Financial Services Limited's accounting policies, which are described in note 5, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

The following are the critical judgements and estimation uncertainty at the balance sheet date that the Directors have made in the process of applying International Financial Services Limited’s accounting policies and that have the most significant effect on the amounts recognised in the historical financial information.

Revenue recognition and accrued income

International Financial Services Limited recognises accrued income within revenue and as a receivable for amounts that remain unbilled at the year end, recorded at the recoverable amount. The recoverable amount of accrued income is assessed on an individual basis using the judgement of management, and takes into account an assessment of the client’s financial position, the aged profile of the accrued income and an assessment of historical recovery rates.

Trade and other receivables

International Financial Services Limited provides services to customers on credit terms with a mix of advance and arrears billing. International Financial Services Limited reviews its portfolio of trade receivables on an annual basis. In determining whether receivables are impaired, management makes judgement as to whether there is any evidence indicating that there is a measurable decrease in the estimated future cash flows expected.

Retirement benefit in respect of the Employment Rights Act 2008

International Financial Services Limited recognises a non-current liability of the present value of retirement benefits in respect of the Employment Rights Act 2008. The valuation of the obligations is carried out annually by a firm of qualified actuaries.

The defined benefit obligation is calculated using the projected unit credit method. Actuarial assumptions for determination of the defined benefit obligation are the discount rate, which is determined using interest rates of government bonds and expected salary increase.

7 Segmental reporting

International Financial Services Limited engages in fund, Trust and corporate administration.

The chief operating decision-maker has been defined as the board of directors. Overall company performance is reviewed holistically and not analysed by service provision, so International Financial Services Limited has only one reportable segment under IFRS 8.

International Financial Services Limited only operates in Mauritius. All revenue is generated from external customers. No client represents more than 10 per cent. of revenue.

142 8 Other operating income

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD '000 USD'000 HRDC and other refunds 40 67 36 Income from related party 20 10 - Sundry income 4 - 25 Gain on disposal of fixed asset - - 3 Gain on exchange 265 34 77

329 111 141

143 9 Operating expenses

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD‘000 USD‘000 Payroll and employee benefits 1,644 1,590 1,453 Pension and service cost 69 68 66 FSC Licenses and ROC fees 7 12 22 Staff welfare, consumables and office expenses 293 244 224 Marketing, mission and overseas travel expenses 141 83 73 Staff training, conferences and seminars 170 100 135 Legal and professional services 186 196 207 Bank charges 9 7 7 Bad and doubtful debts 8 2 - Professional subscriptions and journals 51 54 63 Sponsorship and prizes 99 2 12 Insurance (incl Professional Indemnity) 54 52 47 Motor vehicle expenses 48 38 33 Local transportation costs 57 58 52 Entertainment expenses 13 4 1 Rent and rates 801 780 702 Electricity 146 135 119 General repairs and maintenance 25 24 19 Equipment repairs and maintenance 4 10 20 Software licenses renewals and maintenance 289 190 227 Communication costs 204 211 165 Advertising 1 2 1 Depreciation 433 232 122 Loss on exchange 14 405 7 Loss on assets not in use/ scrapped - 17 -

4,766 4,516 3,777

144 10 Finance income

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Bank interest 188 229 185

11 Finance costs

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Net interest expense on retirement gratuity obligation (25) (35) (35)

12 Income tax recognised in profit or loss

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Tax charge comprises: Current year Tax on profits for the year 2,597 2,622 2,744

Total current tax 2,597 2,622 2,744

Deferred tax

Origination and reversal of temporary timing differences (84) 186 36

Tax on profit on ordinary activities 2,513 2,808 2,780 CSR Fund 375 312 350

Total taxation 2,888 3,120 3,130

Corporation tax is calculated at 15 per cent. (2013 and 2014: 15 per cent.) estimated assessable profit for the year. The charge for the year can be reconciled to the profit per the statement of profit or loss and other comprehensive income as follows:

145 Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Profit on ordinary activities before tax 16,571 17,744 18,536

Profit on ordinary activities multiplied by the standard rate of corporation 2,486 2,661 2,780 tax of 15% (2013 and 2014: 15%) Effects of: Under provision in respect of prior years 24 - - Expenses not deductible for tax purposes 3 147 - CSR Fund 375 312 350

Total taxation 2,888 3,120 3,130

Deferred tax assets arising on timing differences are only recognised to the extent of certainty of availability of sufficient future taxable profits to utilise such differences.

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 At 1 January 587 682 493 Charge/(charge) for the year 95 (189) (38)

At 31 December 682 493 455

In addition to the amount charged to the income statement, the following amounts relating to deferred tax have been recognised in other comprehensive income.

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Items that will not be reclassified subsequently to profit or loss: Re-measurement of net defined benefit liability (11) 2 2

Total income tax recognised in other comprehensive income (11) 2 2

146 13 Profit before taxation

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 The following items have been included in arriving at the profit before taxation: Staff costs 8,012 7,755 7,642 Disposal of assets - - 3 Net foreign exchange (gains)/losses (251) 371 70 Depreciation of tangible fixed assets - owned assets 434 232 122

14 Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Net profit for the year 13,683 14,624 15,406

Weighted average number of shares in issue 50,000 50,000 50,000

Earnings per share 273.6 292.5 308.1

147 15 Property, plant and equipment

As at 31 December 2013, 31 December 2014 and 31 December 2015, property, plant and equipment were as follows:

Software Office Computers Staff Motor Total and Network Furniture, and Office Canteen Vehicles USD'000 Equipment Fixtures and Equipment Equipment USD'000 USD'000 Fittings USD'000 USD'000 USD'000

Cost:

At 1 January 2013 853 1,867 450 30 814 4,014

Additions 56 - 28 - - 84

Disposals - - - - (4) (4)

At 31 December 2013 909 1,867 478 30 810 4,094

Adjustments for assets not in use scrapped/written off (334) (991) (80) (24) (57) (1,486)

Additions 14 1 71 - - 86

At 31 December 2014 589 877 469 6 753 2,694

Adjustments for assets scrapped/disposed - - (65) - (109) (174)

Additions 6 - 53 - - 59

At 31 December 2015 595 877 457 6 644 2,579

Accumulated depreciation:

At 1 January 2013 711 1,535 341 25 707 3,319

Charge for the year 141 184 67 4 38 434

Disposals - - - - (4) (4)

At 31 December 2013 852 1,719 408 29 741 3,749

Adjustments for assets not in use scrapped/written off (320) (976) (75) (23) (76) (1,470)

Charge for the year 28 102 61 - 41 232

At 31 December 2014 560 845 394 6 706 2,511

Adjustments for assets scrapped/disposed of - - (65) - (109) (174)

Charge for the year 26 29 45 - 22 122

At 31 December 2015 586 874 374 6 619 2,459

Net book amount:

At 31 December 2013 57 148 70 1 69 345

At 31 December 2014 29 32 75 - 47 183

At 31 December 2015 9 3 83 - 25 120

During 2014, whilst embarking on new accounting software, a full review of fixed assets owned by International Financial Services Limited were carried out and it was determined that assets acquired prior to 2008 have been fully depreciated. Consequently, the assets were written off, as they were not in use and scrapped due to technological obsolescence.

16 Subsidiary undertakings

All subsidiary undertakings have a financial year ended coterminous with International Financial Services Limited unless otherwise noted.

148 Subsidiary Place of Activity Share No. of Cost Date of incorporation holding shares USD'000 incorporation

International Securities Limited Mauritius Nominee 100% 2,500 1 20 Dec 1993

International Trustees Limited Mauritius Nominee 100% 2,500 1 20 Dec 1993

International Holdings Limited Mauritius Nominee 100% 2,500 1 8 Apr 1994

All of the three subsidiaries act only as nominee companies licensed by the Financial Services Commission under section 78 of the Financial Services Act 2007. None of the three subsidiaries has any income or expenses, assets or liabilities other than their respective issued share capital. The only expenses directly attributable for the subsidiaries are their respective licence fees which are borne by International Financial Services Limited and are not recharged to the subsidiaries. The expenses of International Financial Services Limited thus include those of the subsidiaries.

17 Trade and other receivables

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Trade receivables 412 1,502 1,897 Amounts receivable from related parties 417 54 41 Sundry debtors and prepayments 239 119 165

1,068 1,675 2,103

(i) Trade receivables that are aged past 90 days are considered past due.

As of 31 December 2015, trade receivables amounting to USD 642,906 were past due but not impaired. These relate to a number of independent clients for whom there is no recent history of default. The ageing analysis of these trade debtors is as follows:

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 90 to 120 days - 5 14 120 to 180 days - 24 74 180 days + - 439 555

Total - 468 643

(ii) Sundry debtors do not contain impaired assets.

(iii) The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. International Financial Services Limited does not hold any collateral as security.

149 (iv) As at 31 December 2014, the Client A represented 8.42 per cent. of the trade receivables’ balances. As at 31 December 2015, Client B and Client C represented 8 per cent. and 5.55 per cent. of the trade receivables’ balances, respectively.

18 Operating lease

31 Dec 31 Dec 31 Dec 2013 2014 2015 USD‘000 USD‘000 USD‘000 Total lease payments under operating leases recognised as an expense 797 774 696

At the balance sheet date, International Financial Services Limited had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

31 Dec 31 Dec 31 Dec 2013 2014 2015 USD‘000 USD‘000 USD‘000 Within one year 669 677 711 In the second to fifth years inclusive 2,917 3,063 3,216 After five years 1,687 864 -

19 Share capital

Authorised: Number of Total shares USD‘000 No. At 31 December 2013, 2014 and 2015 50,000 18 Ordinary shares of Rs 10 each (USD 1 = Rs 28.54) Issued and fully paid:

At 31 December 2013, 2014 and 2015 50,000 18 Ordinary shares of Rs 10 each (USD 1 = Rs 28.54)

20 Financial instruments

Capital risk management

For the purpose of International Financial Services Limited’s capital management, capital includes issued share capital and all other equity reserves attributable to the equity holders of International Financial Services Limited. International Financial Services Limited sets the amount of capital in proportion to risk. International Financial Services Limited manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, International Financial Services Limited may adjust the amount of dividends paid to the shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. International Financial Services Limited does not have any external debts and therefore is not required to monitor capital on the basis of the gearing ratio. There have not been any changes in the way International Financial Services Limited manages its capital.

150 Internally imposed capital requirements

International Financial Services Limited’s objectives when managing capital are:

• to provide an adequate return to shareholders by pricing services commensurate with the level of risk;

• to comply with the capital requirements set out by the regulators;

• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders;

• to maintain a strong asset base to support the development of business; and

• to maintain an optimal capital structure to reduce the cost of capital.

Externally imposed capital requirements

International Financial Services Limited is not exposed to any externally imposed capital requirements, other than that imposed by the regulator. The regulatory capital requirement is Rs. 500,000.

Categories of financial instruments As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD‘000 USD‘000 USD‘000 Financial assets Cash and bank balances 9,176 13,467 10,059 Loans and receivables 3,837 4,282 4,796

Financial liabilities Financial liabilities recorded at amortised cost Trade and other payables 1,352 1,230 1,745 Other 1,515 8,344 2,249

Financial risk management objectives

The financial risk management policies are discussed by the management of International Financial Services Limited on a regular basis to ensure that these are in line with the overall business strategies and its risk management philosophy. Management set policies which seek to minimise the potential adverse effects affecting the financial performance of International Financial Services Limited. Management provide necessary guidance and instructions to the employees covering specific areas, such as market risk (foreign exchange and interest rate risk), credit risk, liquidity risk, and in investing excess cash. International Financial Services Limited does not hold or issue derivative financial instruments for speculative purposes.

Market risk

Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and includes currency risk, interest rate risk and other price risk.

International Financial Services Limited’s activities expose it to some currency risk through overseas operations with a functional currency other than US dollar and to a lesser extent when contracting with clients in currencies other than US dollar. There has been no significant change to the manner in which these risks are managed and measured.

151 Cash flow interest rate risk

International Financial Services Limited’s interest-bearing assets include cash and cash equivalents which earn interest at floating rates. International Financial Services Limited’s income and operating cash flows are substantially independent of changes in market interest rates. International Financial Services Limited’s only significant interest-earning financial asset is cash and cash equivalents. Interest income from cash at bank may fluctuate in amount, in particular due to changes in market interest rates.

The table analyses International Financial Services Limited’s interest rate risk exposure in terms of the remaining period to the next contractual repricing date or to the maturity date, whichever is the earlier. The floating rate column represents the financial assets and liabilities which have floating rates of interest that do not reprice at set dates, but rather reprice whenever the underlying interest rate index changes.

Floating Within 3 months Non-interest sensitive USD‘000 USD‘000 USD‘000 Year ended 31 December 2015 Financial assets 10,059 4,000 6,059

Year ended 31 December 2014

Financial assets 13,467 10,321 3,146

Year ended 31 December 2013

Financial assets 9,175 1,031 -

Currency risk

International Financial Services Limited has financial assets and liabilities which are denominated in Mauritius rupee (Rs.), Great Britain Pounds (GBP) and Euro (EUR). Consequently, International Financial Services Limited has an exposure to the risk that the exchange rate of the US dollar relative to those currencies may impact on the reported values of International Financial Services Limited’s assets and liabilities which are denominated in such currencies. Foreign currency exposure is managed through regular monitoring of the foreign exchange markets and proactively taking action as and when required. As International Financial Services Limited deals mainly in USD and, given that the currency has been stable over the years, there are no hedging strategies in place.

Currency profile

The currency profile of International Financial Services Limited’s financial assets and liabilities is summarised as follows:

Financial assets Financial liabilities

2013 2014 2015 2013 2014 2015 USD‘000 USD‘000 USD‘000 USD‘000 USD‘000 USD‘000

USD 10,323 15,064 14,179 (1,352) (7,441) (2,434)

GBP 115 229 315 - - (3)

Euro 1,689 2,049 158 - - -

Rs 886 407 203 (1,515) (2,133) (1,557)

Total financial assets and liabilities 13,013 17,749 14,855 (2,867) (9,574) (3,994)

Prepayments have been excluded from the above table.

152 The closing rates of exchange to the United Stated dollar (USD) at 31 December 2015 were Rs. 35.46, GBP 0.68, and Euro 0.92 (2014: Rs. 31.06, GBP 0.65 and Euro 0.83; 2013: Rs. 29.59, GBP 0.61 and Euro 0.73).

Foreign currency risk management sensitivity analysis

International Financial Services Limited’s sensitivity to foreign currency relates primarily to the monetary assets and liabilities denominated in EUR. The effect of a 10% strengthening in the EUR:USD exchange rate as at 31 December 2015, with all other variables held constant, would have resulted in an increase in net assets of USD 17,132 (2014: USD 218,557; 2013: USD 179,186). A 10% weakening in EUR:USD exchange rate as at 31 December 2015, with all other variables held constant, would have resulted in a decrease in net assets of USD 14,079 (2014: USD 180,128; 2013: USD 147,829).

International Financial Services Limited’s sensitivity to monetary assets and liabilities denominated in Rs. on a 10% strengthening in the Rs:USD exchange rate as at 31 December 2015, with all other variables held constant, would have resulted in an decrease in net assets of USD 150,781 (2014: USD 192,121; 2013: USD 69,838). A 10% weakening in Rs:USD exchange rate as at 31 December 2015, with all other variables held constant, would have resulted in an increase in net assets of USD 123,338 (2014: USD 157,149; 2013 decrease: USD 57,136).

International Financial Services Limited’s sensitivity to monetary assets and liabilities denominated in GBP. on a 10% strengthening in the GBP:USD exchange rate as at 31 December 2015, with all other variables held constant, would have resulted in an increase in net assets of USD 35,784 (2014: USD 23,259; 2013: USD 12,571). A 10% weakening in GBP:USD exchange rate as at 31 December 2015, with all other variables held constant, would have resulted in a decrease in net assets of USD 29,104 (2014: USD 22,236; 2013: USD 10,319).

Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with International Financial Services Limited or will be unable to pay amounts in full when due. International Financial Services Limited’s principal exposure to credit risk arises from International Financial Services Limited’s receivables from clients. Credit risk also arises from cash and cash equivalents, as well as credit exposures arising from outstanding and committed transactions. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.

At the reporting date, International Financial Services Limited’s financial assets maximum exposure to credit risk amounted to the following:

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD‘000 USD‘000 USD‘000 Cash and cash equivalents 9,176 13,467 10,059 Trade and other receivables 1,031 1,593 1,965

Liquidity risk

Liquidity risk is the risk that International Financial Services Limited may not be able to settle or meet its obligations on time or at a reasonable price. International Financial Services Limited monitors regularly and maintains a level of cash deemed adequate to meet its cash flow obligations.

153 < 3 months 3 to 12 1 to 5 < 5 years Total USD'000 months years USD‘000 USD‘000 USD'000 USD'000

As at 31 December 2015

Financial liabilities 1,190 1,803 11 990 3,994

As at 31 December 2014

Financial liabilities 1,076 7,628 - 870 9,574

As at 31 December 2013

Financial liabilities 1,352 806 - 709 2,867

Fair value of financial instruments

The Directors consider that the carrying amounts of financial assets and financial liabilities approximate to their fair values.

21 Trade and other payables

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Current Payroll, PAYE, National pension 338 345 329 Directors Bonus - - 400 Advances from clients for Registrar and third party 794 630 658 Provisions for utilities and consumables 130 148 139 Sundry creditors/accruals 90 107 219

1,352 1,230 1,745

22 Related party transactions

(i) Expenses incurred and funds collected on behalf of related parties

These include the amount due from IFS Trustees, a limited liability company which has common shareholders and directors with International Financial Services Limited. The transactions with IFS Trustees were carried out at arm’s length basis. The movements during the year are as follows:

31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Amounts receivable from related parties 417 54 42

154 (ii) Rental charge

International Financial Services Limited rents its premises, at arm’s length basis, from the Société IFS, which has common partners with International Financial Services Limited’s shareholders. Rent is paid quarterly in arrears at a fixed rate of Rs 6 million + VAT, net of TDS, gardening and security expenses.

(iii) Key management emoluments

Remuneration of key management personnel

The remuneration of the directors, who are the key management personnel of the group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2013 2014 2015 USD‘000 USD‘000 USD‘000 Short term employee benefits 556 508 552

Ordinary dividends paid 13,888 10,449 18,964

Ordinary dividends payable 222 6,773 449

(iv) The remunerations of directors and other members of the key management personnel amounted to 27 per cent. of the payroll and employee benefits cost for the year 2015.

Short-term benefits include overseas travel and passage benefits, medical cover, car and fuel allowance, and monthly pension contributions.

There are no post-employment benefit plans. Pension plans that have been contributed to up to the last employment date are portable. There are no other long term benefits.

There are no termination benefits.

23 CSR Fund

Every profitable company is required annually to contribute to Approved CSR projects equivalent to two percent of its profits chargeable to income tax, derived during the preceding year.

2013 2014 2015 USD‘000 USD‘000 USD‘000 CSR brought forward at 1 January 102 75 20 Net charge for the year 375 312 350 CSR carried forward (75) (20) (56) Disbursed during the year (316) (367) (314)

Tax payable at 31 December 86 - -

International Financial Services Limited has, during the year, contributed to the IFS Foundation, an approved special purpose trust.

155 24 Deferred revenue

2013 2014 2015 USD‘000 USD‘000 USD‘000 Total deferred revenue 3,178 3,371 3,343

The deferred revenue arises in respect of fees invoiced to clients in advance in respect of service contracts.

25 Dividends

Year Year Year ended ended ended 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD‘000 USD‘000 USD‘000 Amounts recognised as distributions to equity holders in the year: Dividends paid in cash 12,800 17,000 12,640

Number of shares in issue 50,000 50,000 50,000

Dividend per share (USD) 256.0 340.0 252.8

26 Retirement benefit obligation

(a) Defined contribution plan

International Financial Services Limited participates in a defined contribution portable pension plan to which it makes monthly contributions for qualifying employees. The amount of the contributions is dependent on the position and seniority within International Financial Services Limited.

The assets of the plans are held separately from those of International Financial Services Limited in funds under the control of an independent licensed trustees. The pension plan with State Insurance Company of Mauritius Ltd ("SICOM") was set up in 1 October 2006 and prior to that date, employees were given the choice to join either Swan or La Prudence. Contributions in respect of such employees who are still with International Financial Services Limited are continuing.

Where employees leave the plans prior to full vesting of the contributions, the contributions payable by International Financial Services Limited are reduced by the amount of forfeited contributions. Any residual gratuities under the Employment Rights Act 2008 for the qualifying employees after allowing for permitted deductions in respect of the pension plan are included below in the tables for the retirement benefits in respect of The Employment Rights Act 2008.

31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Amounts recognised as an expense for the defined contribution plan 69 68 66

(b) Retirement benefits in respect of the Employment Rights Act 2008

International Financial Services Limited has recognised a net defined benefit liability of USD 990,539 in its statement of financial position as at 31 December 2015 (2014: USD 870,228; 2013 USD 709,459) in respect of any additional amounts that are expected to be paid out of International Financial Services Limited’s cash flow to its employees as retirement gratuities under the Employment Rights Act 2008.

156 International Financial Services Limited is subject to an unfunded defined benefit plan for the employees. The plan exposes International Financial Services Limited to normal risks described below:

Interest risk: A decrease in the bond interest rate will increase the plan liability;

Salary risk: The plan liability is calculated by reference to the future projected salaries of plan participants. As such, an increase in the salary of the plan participants above the assumed rate will increase the plan liability whereas an increase below the assumed rate will decrease the liability.

There has been no plan amendment, curtailment or settlement during the year.

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 At 1 January 418 709 870 Amount recognised in statement of profit or loss 108 69 24 Amount recognised in other comprehensive income 183 92 96

At 31 December 709 870 990

(d) Movement in the present value of the defined benefit obligation in the current year were as follows:

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 At 1 January 418 709 870 Current service cost 69 68 66 Interest expense 25 35 35 Exchange differences 14 (34) (77) Liquidity experience loss 183 92 96

At 31 December 709 870 990

157 (e) Amounts recognised in statements of profit and loss in respect of defined benefit plans are as follows:

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Current service cost 69 68 66 Net interest on net defined benefit liability 25 35 35 Exchange differences 14 (34) (77)

Components of defined benefit costs recorded in statements of profit or 108 69 24 loss

(f) Components of amount recognised in other comprehensive income:

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Liability experience loss 183 92 96

Components of defined benefit costs recorded in other comprehensive 183 92 96 income

The past service cost, the service cost, the exchange differences and the net interest on the defined benefit liability for the year is included in the statement of comprehensive income. The re-measurement on the net defined benefit liability is included in other comprehensive income.

(g) The principal assumptions used for the purposes of the actuarial valuation were as follows:

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Discount rate 6% 6% 6% Expected rate of salary increases 4% 4% 4% Expected rate of pension increases 3% 3% 3% Average retirement age 60 years 60 years 60 years

The discount rate is determined by reference to market yields on bonds. The mortality rates before retirement are based on the A 6770 Ultimate Tables. The mortality rates in retirement are based on the PA (90) Tables rated down by 2 years.

158 (h) Sensitivity analysis on defined benefit obligation at end of year

As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Increase due to 1% decrease in discount rate 90 96 95 Decrease due to 1% increase in discount rate 71 77 76 Increase due to 1% increase in future salary increases 132 141 138 Decrease due to 1% decrease in future salary increases 104 112 110

(i) Future cash flows

The funding policy is to pay benefits out of International Financial Services Limited’s cash flow as and when due.

Currency profile As at As at As at 31 Dec 31 Dec 31 Dec 2013 2014 2015 USD'000 USD'000 USD'000 Weighted average duration of the defined benefit obligation (years) 15.0 14.8 14.4

27 Litigation

Jayantilal Jiwabhai Patel and 68 other plaintiffs initiated legal proceedings in Mauritius and served those proceedings in July 2014 on Dynamic India Fund III ("DIF III"), International Financial Services Limited, ICICI Venture Funds Management Co Ltd ("ICICI Ventures"), ICICI Bank and The Western India Trustee and Executor Co Ltd.

The legal proceedings relate to DIF III, which is a Mauritius domiciled fund promoted in 2005 by ICICI Bank. DIF III is a feeder fund and as such invests exclusively in units of India Advantage Fund III, an Indian fund set up to invest in real estate in India managed by ICICI Ventures, a wholly owned subsidiary of ICICI Bank. DIF III is licensed by the Mauritian Financial Services Commission to operate as a Closed End Fund, open to only sophisticated international investors. Under an administrative agreement, International Financial Services Limited was appointed to act as: (i) administrator, (ii) registrar and (iii) secretary of DIF III. The board of directors of DIF III consists of two professional directors from International Financial Services Limited and two other directors.

The plaintiffs allege that they have suffered losses and prejudice because of the acts and doings of the defendants and they are seeking damages jointly and severally against all the defendants in the amount of US$34,699,976 being the alleged total investments of the plaintiffs in DIF III plus interest and the amount of US$69,000,000 being an estimated amount for prejudice, trouble, annoyance and damages.

In relation to International Financial Services Limited the plaintiffs claim that, among other things, International Financial Services Limited has failed to either provide the required services or breached its duties, including but not limited to (i) knowledge and on-going acceptance of deliberate misrepresentations to investors of material facts; (ii) potential knowledge of fraud and/or corrupt practices by ICICI Bank and ICICI Ventures; (iii) not maintaining proper statutory records and denying access to books and records; (iv) colluding with ICICI Bank and ICICI Ventures to defraud the plaintiffs; and (v) failure to perform its duties as company secretary.

159 available, the Directors believe the claims, in so far as they relate to International Financial Services Limited, are highly unlikely to succeed.

28 Events after the reporting date

On 27 June 2016, a dividend of USD 120 per share was declared and an amount of USD 6,000,000 was paid to the shareholders.

160 Accountant's Report

Accountants report on the historical financial information relating to International Financial Services Limited

Deloitte LLP 2 New Street Square London EC4A 3BZ The Board of Directors on behalf of Sanne Group Plc 13 Castle Street St Helier Jersey Channel Islands JE4 5UT

Investec Bank Plc 2 Gresham Street London EC2V 7QP

30 November 2016

Dear Sirs

International Financial Services Limited

We report on the historical financial information of International Financial Services Limited for the three years ending 31 December 2015 set out in Part X of the combined class 1 circular and prospectus relating to the acquisition of the IFS Group dated 30 November 2016 by Sanne Group plc (the “Company” and, together with its subsidiaries, the “Group”) (the “Prospectus”). This historical financial information has been prepared for inclusion in the Prospectus on the basis of the accounting policies set out in Note 5 to the financial information. This report is required by Listing Rule 13.5.21R and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the historical financial information on the basis of preparation set out in Note 2 to the financial information.

It is our responsibility to form an opinion on the historical financial information and to report our opinion to you.

Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising

161 out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the historical financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion on historical financial information

In our opinion, the historical financial information gives, for the purposes of the Prospectus, a true and fair view of the state of affairs of International Financial Services Limited as at 31 December 2015 and of its profits, cash flows and changes in equity for the three years ending 31 December 2015 in accordance with the basis of preparation set out in Note 2 to the financial information.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Deloitte LLP

Chartered Accountants

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom. Deloitte LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu Limited (“DTTL”), a UK private company limited by guarantee, whose member firms are legally separate and independent entities. Please see www.deloitte.co.uk/about for a detailed description of the legal structure of DTTL and its member firms.

162 PART XI - UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP

The following unaudited pro forma statement of net assets and pro forma statement of profit and loss (the “Pro forma Financial Information”) have been prepared to show the effect on the net assets of the Company of the Acquisition and the Capital Raising as if they had both occurred on 31 December 2015 and on the profit and losses of the Company for the year ended 31 December 2015 as if the Acquisition and the Capital Raising had both occurred on 1 January 2015.

The unaudited Pro forma Financial Information has been prepared for illustrative purposes only and in accordance with Annex II of the Prospectus Directive Regulation, and should be read in conjunction with the notes set out below. Due to its nature, the Pro forma Financial Information addresses a hypothetical situation and, therefore, does not represent the Enlarged Group’s actual financial position or results.

The unaudited Pro forma Financial Information does not constitute financial statements within the meaning of section 434 of the Act. Shareholders should read the whole of this Prospectus and not rely solely on the financial information contained in this Part XI.

The unaudited Pro forma Financial Information has been prepared in a manner consistent with the accounting policies adopted by the Group in preparing the historical information as at and for the year ended 31 December 2015.

The unaudited Pro forma Financial Information does not purport to represent what the Enlarged Group’s financial position or results would actually have been if the Acquisition and the Capital Raising had been completed on the dates indicated nor do they purport to represent the financial condition at any future date.

In addition to the matters noted above, the unaudited Pro forma Financial Information does not reflect the effect of any anticipated synergies and efficiencies associated with the Acquisition and the Capital Raising.

163 Pro forma income statement for the Enlarged Group for the year ended 31 December 2015

The Group IFS Proforma for the year for the year Enlarged ended ended Group 31 December 31 December 2015 2015 GBP’000 GBP’000 GBP’000 (note 1) (note 2) Revenue 45,638 18,433 64,071 Direct costs (15,981) (4,044) (20,025)

Gross profit 29,657 14,389 44,046 Other operating income 129 92 221 Operating expenses (23,867) (2,468) (26,335)

Operating profit 5,919 12,013 17,932 Other gains and losses (145) - (145) Finance costs (3,410) (23) (3,433) Finance income 49 121 170

Profit before taxation 2,413 12,111 14,524 Taxation (849) (2,045) (2,894)

Profit for the year and total comprehensive 1,564 10,066 11,630 income

164 Pro forma statement of net assets for the Enlarged Group as at 31 December 2015

The Group IFS Consideration Proforma as at as at and goodwill Enlarged Group 31 31 December December 2015 2015

GBP’000 GBP’000 GBP’000 GBP’000

(note 1) (note 2) (note 3)

Assets

Non-current assets

Goodwill - - 96,361 96,361

Intangibles 7,712 - - 7,712

Property, plant and equipment 1,647 81 - 1,728

Deferred tax asset - 306 - 306

Investment in subsidiaries - 2 - 2

Total non-current assets 9,359 389 96,361 106,109

Current assets

Trade and other receivables 18,549 1,418 - 19,967

Cash and cash equivalents 19,445 6,781 15,808 42,034

Accrued income 1,069 1,908 - 2,977

Total current assets 39,063 10,107 15,808 64,978

Total assets 48,422 10,496 112,169 171,087

Liabilities

Current liabilities

Deferred revenue 7,014 2,254 - 9,268

Trade and other payables 3,211 1,177 - 4,388

Dividend payable - 303 - 303

Current tax liabilities 1,383 545 - 1,928

Provisions 134 - - 134

Total current liabilities 11,742 4,279 - 16,021

Net current assets 27,321 5,828 15,808 48,957

Total assets less current liabilities 36,680 6,217 112,169 155,066

Non-current assets

Borrowings 17,695 - - 17,695

Retirement benefit obligation - 666 - 666

Total non-current assets 17,695 666 - 18,361

Net assets 18,985 5,551 112,169 136,705

Notes

165 1 The results and net assets of the Group have been extracted without material adjustment from the consolidated financial statements of the Group for the financial year ended 31 December 2015, as prepared in accordance with IFRS as adopted by the European Union and incorporated by reference in Part IX (Historical Financial Information Relating to the Group) of this document. No adjustment has been made to reflect the financial results of the Group since 31 December 2015.

2 The results and net assets of International Financial Services Limited have been extracted without material adjustment from the historical financial information of International Financial Services Limited for the financial year ended 31 December 2015, which has been prepared in a manner consistent with the accounting policies adopted by the Group. The following historical exchange rates have been used to translate International Financial Services Limited’s results from U.S. dollars to pounds sterling: Average rate for the financial year ended 31 December 2015: US$1.5305 /£1 and year end rate as at 31 December 2015: US$1.4833 / £1. No adjustment has been made to reflect the financial results of International Financial Services Limited since 31 December 2015. No separate balance sheet or income statement has been presented for IFS Trustees as IFS Trustees does not have material equity, reserves or profit and therefore has no impact on the pro forma enlarged balance sheet or income statement.

3 The pro forma statement of net assets has been prepared on the basis that the acquisition of IFS Group will be accounted for using the acquisition method. The net proceeds of the Capital Raising are £90.1 million. The total acquisition consideration of US$127.3 million (£101.9 million) is being satisfied through a payment of US$91.1 million (£72.9 million) in cash financed through the net proceeds of the Capital Raising plus the issue of US$36.2 million (£29 million) of Consideration Shares in Sanne Group plc. Associated transaction fees of £1.4m will also be paid out of the net proceeds. Goodwill arising on acquisition has been calculated as follows: the value of the consideration of Acquisition of US$127.3 million (£101.9 million) less the net assets of International Financial Services Limited as at 31 December 2015 of US$8.2 million (£5.6 million). The remaining balance of the Capital Raising, £15.8 million, is intended to be used for partial payment of the Group's net debt in due course. The net assets of International Financial Services Limited have been translated from U.S. dollars into pounds sterling at the 31 December 2015 closing rate of US$1.4833/£1.The net proceeds of the Capital Raising, the total acquisition consideration and the issue of Consideration Shares have been translated from U.S. dollars into pounds sterling at the 29 November 2016 closing rate of US$1.2493/£1. No adjustment has been made for future integration costs or synergies arising from the Proposed Acquisition.

166 Draft Report on Pro forma financial information

Deloitte LLP 2 New Street Square London EC4A 3BZ The Board of Directors on behalf of Sanne Group Plc 13 Castle Street St Helier Jersey Channel Islands JE4 5UT

Investec Bank Plc 2 Gresham Street London EC2V 7QP

30 November 2016

Dear Sirs,

Sanne Group plc (the “Company”)

We report on the pro forma financial information (the “Pro forma financial information”) set out in Part XI of the prospectus dated 30 November 2016 (the “Prospectus”), which has been prepared on the basis described in notes 1-3 of the pro forma financial information, for illustrative purposes only, to provide information about how the Acquisition and the Capital Raising might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ending 31 December 2015. This report is required by the Commission Regulation (EC) No 809/2004 (the “Prospectus Directive Regulation”) as applied by Listing Rule 13.3.3R and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company (the “Directors”) to prepare the Pro forma financial information in accordance with Annex II items 1 to 6 of the Prospectus Directive Regulation.

It is our responsibility to form an opinion, as to the proper compilation of the Pro forma financial information and to report that opinion to you in accordance with Annex II item 7 of the Prospectus Directive Regulation.

167 accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and

(b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Deloitte LLP

Chartered Accountants

168 PART XII - TAXATION

The following statements are by way of a general guide to potential investors in the New Ordinary Shares and Shareholders only, are not exhaustive and do not constitute tax advice. Potential investors and Shareholders are therefore advised to consult their professional advisers concerning possible taxation or other consequences of subscribing for, purchasing, holding, selling or redeeming Ordinary Shares under the laws of their country of incorporation, establishment, citizenship, residence and/or domicile or any other form of presence for tax purposes.

Potential investors and Shareholders should note that the following statements on taxation are based on advice received by the Directors regarding the law and practice in force in the relevant jurisdiction at the date of this document. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment is made in the Company will endure.

If you are in any doubt about your tax position, or if you may be subject to tax in a jurisdiction other than Jersey or the United Kingdom, you should consult your professional adviser. Shareholders should note that the statements below are based on the Company’s understanding of current legislation, regulations and practice, all of which are subject to change.

UK taxation

The following statements are intended as a general guide and relate only to certain limited aspects of UK tax consequences for potential investors and Shareholders who are or may become resident and, in the case of individuals, resident and domiciled in the UK (except where expressly stated otherwise) and who are beneficial owners of the Ordinary Shares and the dividends on those Ordinary Shares and who hold the Ordinary Shares as capital assets. They are based on existing law and on what is understood to be current HM Revenue & Customs practice, both of which are subject to change, possibly with retrospective effect.

The statements may not apply to certain classes of Shareholders including (but not limited to) (a) dealers in securities, (b) persons who control or hold, either alone or together with one or more associated or connected persons, directly or indirectly, (i) 10 per cent. or more of the Ordinary Shares or (ii) any other interests in the Company, or (c) persons who acquire Ordinary Shares other than for bona fide commercial reasons or who have a tax avoidance purpose or motive, who may be subject to a different tax treatment. The statements may not apply to employees or directors.

The following statements assume that the Company will be centrally managed and controlled and in Jersey, hence resident for tax purposes only in Jersey. Practical matters such as the governance of the Company for the purposes of listing on the LSE might require presence or actions in the UK, therefore, it is important to ensure that the Company remains centrally managed and controlled only in Jersey. Potential investors and Shareholders should consult their own tax advisers on the implications of investing in, holding, exchanging or disposing of the Ordinary Shares under the laws of the jurisdiction in which they are liable to taxation.

UK taxation consequences of disposing of Ordinary Shares

A disposal of Ordinary Shares by an individual or corporate Shareholder tax resident in the United Kingdom may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation on chargeable gains, depending on the Shareholder’s circumstances and subject to any available exemption or relief.

Higher rate and additional rate individual taxpayers will pay capital gains tax at a rate of 28 per cent.; basic rate taxpayers will pay capital gains tax at a rate of 18 per cent. This rate would apply to any capital gain realised on a disposal of Ordinary Shares by an individual Shareholder who is resident in the United Kingdom for taxation purposes. There is an Annual Exempt Amount of £11,100 for the 2016/2017 tax year (i.e. capital gains tax is only payable on the individual’s total gains in excess of this amount).

169 A disposal of Ordinary Shares by a Shareholder who is not resident in the United Kingdom for tax purposes but who carries on a trade, profession or vocation in the United Kingdom through a branch, agency or permanent establishment and has used, held or acquired the Ordinary Shares for the purposes of such trade, profession or vocation or such branch, agency or permanent establishment may, depending on individual circumstances, give rise to a chargeable gain or allowable loss for United Kingdom tax purposes.

A Shareholder who is an individual and was resident in the United Kingdom at the time they acquired the shares who subsequently ceases to be UK resident for tax purposes or is treated as being resident outside the UK for the purposes of a double tax treaty for a period of five complete tax years of assessment or less may, under anti-avoidance legislation, still be liable to United Kingdom taxation on their return to the United Kingdom on a chargeable gain realised on the disposal or part disposal of Shares during the period when he or she is non-resident.

Shareholders who are bodies corporate resident in the United Kingdom for taxation purposes will, upon disposal of participating Ordinary Shares, benefit from indexation allowance which, in general terms, increases the chargeable gains tax base cost of an asset in accordance with the rise in the retail prices index.

The attention of prospective investors is also drawn to the provisions of section 13 Taxation of Chargeable Gains Act 1992 which look through non-resident closely controlled companies to United Kingdom residents who are also participators in the Company. Such United Kingdom residents may be liable to capital gains tax or corporation tax on chargeable gains on a proportionate share of the Company’s capital gains. These rules apply only to Shareholders of a company which, were it to be resident in the UK for taxation purposes, would be a “close” company for these purposes, and to whom (together with connected persons) would be attributed a share of 25 per cent. or more of the Company’s capital gains.

For the 2016/17 tax year:

• Higher and additional rate individual taxpayers pay capital gains tax at a rate of 20 per cent. on gains realised on disposals of ordinary shares.

• Basic rate individual taxpayers pay capital gains tax at a rate of 10 per cent. on gains realised on disposals of ordinary shares.

• The annual exempt amount is £11,100.

UK taxation of dividends

Under current UK tax law, the Company will not be required to withhold tax at source from dividend payments it makes.

Individual Shareholders

UK resident individual Shareholders who receive a dividend from the Company, prior to 5 April 2016 will, if they own less than 10 per cent. of the issued share capital in the Company, be entitled to a tax credit equal to one-ninth of the dividend payment, which can be set against the individual’s income tax liability on the dividend payment. Such UK resident individual Shareholders will generally be taxable on the total of the dividend payment and the tax credit (the “gross dividend”), which will be regarded as the top slice of the Shareholder’s income. Where an individual shareholder has taxable income in excess of £150,000 per annum, and is subject to the 45 per cent. rate of income tax, he or she will be subject to income tax on the gross dividend at the current rate of 37.5 per cent. but will be able to set the tax credit off against this liability such that the individual will be liable to income tax in the amount equal to 27.5 per cent. on the gross dividend (approximately 30.56 per cent. of the dividend payment).

From 6 April 2016:

• an individual Shareholder who is an individual, resident in the UK for tax purposes and who receives a dividend from the Company on or after 6 April 2016 does not pay any income tax on the first £5,000 of dividend income they receive;

170 • an individual Shareholder who is liable to UK income tax at the basic rate (i.e. total income exceeds personal allowances) but who is not liable to UK income tax at either the higher or the additional rate is subject to UK income tax on any dividend income in excess of £5,000 at the rate of 7.5 per cent. to the extent that the dividend income in excess of £5,000 falls above the Shareholder’s personal allowances;

• an individual Shareholder who is liable to UK income tax at the higher rate will be subject to UK income tax on any dividend income in excess of £5,000 at the rate of 32.5 per cent. to the extent that the dividend income in excess of £5,000 falls above the threshold for the higher rate of UK income tax but below the threshold for the additional rate of UK income tax, when it is treated as the top slice of the Shareholder’s income; and

• an individual Shareholder who is liable to UK income tax at the additional rate will be subject to UK income tax on any dividend income in excess of £5,000, at the rate of 38.1 per cent. to the extent that the dividend income in excess of £5,000 falls above the threshold for the additional rate of UK income tax, when it is treated as the top slice of the Shareholder’s income.

Shareholders who are individuals who own a 10 per cent. or greater shareholding in the Company

In certain circumstances individuals who own a 10 per cent. or greater shareholding in a company do not qualify for the 10 per cent. tax credit, and that is expected to be the case here.

Corporate Shareholders

Corporate Shareholders who are resident in the UK and are not viewed to be a ‘small company’, will generally not be subject to UK corporation tax on distributions received from the Company. A ‘small company’ is defined by EU Recommendation 2003/361/EC, and is a company with less than 50 staff, and either turnover not exceeding €10 million or a balance sheet total not exceeding €10 million. If that company has any linked or partner enterprises (as defined in the EU Recommendation), then the results of those enterprises are taken into account in calculating the limits. In addition, an open-ended investment company, an authorised unit trust scheme, an insurance company and a friendly society are deemed not to be a ‘small company’.

Any corporate shareholder who is resident in the UK and is a ‘small company’, as defined above, will be liable for UK Corporation Tax on foreign dividends, such as any distribution from the Company. This is because tax exemption is denied for a ‘small company’ if the company paying the dividend is resident in a territory which either does not have a double tax relief arrangement with the UK, or does have such an arrangement but that arrangement does not contain a non-discrimination provision. The arrangement between Jersey, the territory in which the Company is resident, and the UK does not contain a nondiscrimination provision. Accordingly, any corporate shareholder in the Company who is resident in the UK and is a ‘small company’, as defined above, will be liable for UK Corporation Tax on dividends received from the Company.

UK stamp duty and Stamp Duty Reserve Tax (“SDRT”) on transfers of the Ordinary Shares

In practice, UK stamp duty should generally not need to be paid on an instrument transferring the Ordinary Shares, provided that such transfer instruments are executed and retained outside of the UK. SDRT is generally deducted automatically by CREST and paid to UK tax authorities. However, as the Company is incorporated in Jersey and maintains its share register outside of the UK, no UK SDRT will be payable in respect of any agreement to transfer Ordinary Shares.

The statements in this paragraph summarise the current position on stamp duty and SDRT and are intended as a general guide only. They assume that the Ordinary Shares will not be registered in a register kept in the UK by or on behalf of the Company. The Company has confirmed it does not intend to keep such a register in the UK. It should be noted that in this respect that the Company intends to use a UK based registrar for this purpose. The Company should therefore make sure that its share register is nonetheless maintained outside the UK.

171 Jersey taxation

The following summary of the anticipated treatment of the Company and holders of Ordinary Shares is based on Jersey taxation law and practice as they are understood to apply at the date of this document and is subject to changes in such taxation law and practice. It does not constitute legal or tax advice and does not address all aspects of Jersey tax law and practice (including such tax law and practice as they apply to any land or building situated in Jersey). Prospective investors in the Company’s Ordinary Shares should consult their professional advisers on the implications of acquiring, holding, selling or otherwise disposing of the Ordinary Shares under the laws of any jurisdiction in which they may be liable to taxation.

The Company

The Company will be regarded as resident for tax purposes in Jersey and on the basis that it is neither a financial services company nor a utility company for the purposes of the Income Tax (Jersey) Law 1961, as amended, the Company will be subject to income tax in Jersey at a rate of zero per cent.

A company will be taxed at 10 per cent in Jersey if it is registered to carry out certain activities under the FSJL or under the Banking Business (Jersey) Law 1991, or if it holds certain permits under the Collective Investment Funds (Jersey) Law 1988. As such, the profits of most entities in the group are likely to be subject to tax in Jersey at the rate of 10 per cent.

Jersey Goods and Services Tax

Jersey has an indirect tax, Goods and Services Tax (“GST”) which is levied at 5 per cent. on taxable supplies.

The Company may qualify as “international services entity” (“ISE”) for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the “GST Law”) and, accordingly, it will not be required: (i) to register as a taxable person pursuant to the GST Law; (ii) to charge GST in Jersey in respect of any supply made by it; or (iii) to pay GST in Jersey in respect of any supply made to it.

To become an ISE, a qualifying company is required to make an appropriate election and pay an annual fee by the required date.

Shareholders

There is no capital gains tax, estate duty or inheritance tax in Jersey.

Dividends on Ordinary Shares and redemption proceeds may be paid by the Company without withholding or deduction for or on account of Jersey income tax and holders of Ordinary Shares will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such Ordinary Shares.

Non-Jersey resident Shareholders will be exempt from Jersey income tax on receipt of any distributions from the Company.

Shareholders who are resident in Jersey for income tax purposes may be liable to pay income tax on distributions (including redemption proceeds) received from the Company. Depending out of which profits or reserves the distribution is made, part or all of the distributions payable to Jersey resident Shareholders may carry a 10 per cent. tax credit which may be used to set against the Jersey resident Shareholders’ liability to Jersey income tax on the gross taxable distribution.

No stamp duties are payable in Jersey on the acquisition, ownership, exchange, sale or other disposition between living persons of interests. Stamp duty of up to 0.75 per cent. is payable on the grant of probate or letters of administration in Jersey in respect of a deceased natural person: (i) who died domiciled in Jersey, on the value of the entire estate (including any interests in that estate); and (ii) otherwise, on the value of so much of the estate (including any interests in that estate), if any, as is situated in Jersey. The duty is capped at £100,000.

172 Jersey and the European Union Directive on the Taxation of Savings Income

As part of an agreement reached in connection with the European Union directive on the taxation of savings income in the form of interest payments, and in line with steps taken by other relevant third countries, Jersey introduced with effect from 1 July 2005 a retention tax system in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in an EU Member State by a paying agent established in Jersey. The retention tax system applied for a transitional period up to 31 December 2014. Interest payments made prior to the 1 January 2015 were subject to a retention tax, unless a paying agent had elected to opt for automatic exchange of information rather than apply the retention tax.

Jersey has now implemented regulations ending the transitional period, with a system of automatic exchange of information replacing the previous retention tax system from 1 January 2015 onwards.

The above system is implemented in Jersey by means of bilateral agreements with each of the EU Member States, the Taxation (Agreements with European Union Member States) (Jersey) Regulations 2005 and Guidance Notes issued by the States of Jersey. Based on these provisions and our understanding of the current practice of the Jersey tax authorities, dividends paid by the Company to its Shareholders do not constitute interest payments for the purposes of the information exchange system and therefore the Company will not be obliged to report information on those payments under these provisions. However, information exchange could be required in the event that an individual resident in an EU Member State otherwise receives an interest payment in respect of a debt claim (if any) that will be owed by the Company to the individual. Accordingly, it is intended that the Company is managed in such a way as not to incur debt claims from individuals that would require the making of interest payments to them.

Intergovernmental Agreements (“IGAs”) and the Common Reporting Standard

Background to the IGAs

FATCA was introduced by the USA in 2010 and requires financial institutions outside of the US to register on a publicly available IRS website and to report information on financial accounts held by their US resident customers to the IRS. If financial institutions do not comply with the US regulations, a 30 per cent. withholding tax is imposed on US source income and gains payable to the financial institution. Financial institutions will also be required to close accounts where their US customers do not provide the requisite information.

In recognition that in many jurisdictions there are legal barriers to implementing FATCA, the US announced an alternative intergovernmental approach to FATCA implementation, signing IGAs with a large number of other countries. In addition, the UK has entered into similar agreements with their Crown Dependencies and Overseas Territories. Jersey has signed IGAs with the US (signed on 13 December 2013) and the UK (signed on 22 October 2013).

Jersey has issued local regulations implementing both the US and the UK IFA, as well as local guidance notes in draft form.

Importantly, neither the Jersey-US nor the Jersey-UK IGA provide for any withholding tax in the case of non-compliance with the provisions of the IGA.

Implications for the Company with regard to the US and UK IGAs

The company is likely to be classified as an NFFE for the purposes of the IGAs. As such, the Company will not be required to register on the US IRS Portal, undertake the appropriate due diligence procedure in identifying Reportable Accounts or make any reports on Shareholders.

Common Reporting Standard ("CRS")

In addition to existing IGAs, following existing Model 1 IGAs to improve International Tax Compliance and to Implement FATCA, the OECD presented a first draft of the “Standard for automatic exchange of financial account information” (“Common Reporting Standard” or “CRS”) and a corresponding model agreement (“Competent Authority Agreement” or “CAA”), extending the scope of the principles of automatic exchange of information to a significant number of other countries. Jersey has signed the CAA,

173 with first reporting obligations to be expected for the 2016 reporting period to be reported in 2017. It is likely that the Company will have the same classification under the CRS as it does under the IGAs and so will not need to comply with the due diligence and reporting requirements of the CRS.

If you are in any doubt as to your tax position you should consult your professional tax adviser.

174 PART XIII - SHAREHOLDER REGULATORY OBLIGATIONS

1 Shareholder Regulatory Obligations

Shareholders should be aware that in light of the regulatory licences issued to members of the Group as set out above, they must comply with all legislation and codes of practice in each of the jurisdictions in which members of the Group are regulated. Set out below is a jurisdictional summary of certain important regulatory information in relation to the holding and disposal of shares in the Company and thus indirectly holding and disposing of shares in the regulated Group companies.

This summary is not exhaustive and relevant legislation and codes of practice may change. It is the responsibility of all Shareholders to comply with all legislation and codes of practice applicable to them and as such all Shareholders should (i) obtain their own legal advice in all relevant jurisdictions; and (ii) make all necessary notifications and requests for approval in all relevant jurisdictions, before acquiring or disposing of Ordinary Shares.

2 Jersey

No person can become a shareholder controller (as defined below) of any Jersey regulated companies in the Group without first making an application to the JFSC financial services regulatory division pursuant to Article 14 of the FSJL seeking a confirmation from the JFSC that it has no objection to that person becoming a shareholder controller.

For these purposes a “shareholder controller” means a person who, either alone or with any associate or associates (which is widely defined):

(i) directly or indirectly holds 10 per cent. or more of the share capital issued by a Jersey regulated company;

(ii) is entitled to exercise or control the exercise of not less than 10 per cent. of the voting power in general meeting of a Jersey regulated company or of any other company of which it is a subsidiary; or

(iii) has a holding in the company directly or indirectly which makes it possible to exercise significant influence over the management of the relevant Jersey regulated company.

An application will also need to be made to the JFSC financial services regulatory division pursuant to Article 14 of the FSJL seeking a confirmation from the JFSC that it has no objection to the shareholding of any shareholder controller of any Jersey regulated companies being increased or reduced past 50 per cent., 33 per cent. and 20 per cent. thresholds.

A notification must also be made to the JFSC if a person ceases to be a shareholder controller.

3 Guernsey

No person may become a controller (defined below) of the Guernsey regulated company in the Group holding a licence under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000, unless advance written notification has been given to the GFSC of the proposed change of controller. Where a person is to become a controller pursuant to an on-market acquisition of shares, the notification should be submitted, and the consent of the GFSC obtained, before the trade is effected.

For these purposes:

“controller”, in relation to a company, means, among other things, a shareholder controller (defined below) or an indirect controller (defined below);

“indirect controller”, in relation to a company, means a person in accordance with whose directions or instructions any director of that company or of any other company of which that company is a subsidiary, or any controller of that company, is accustomed to act; and

175 “shareholder controller”, in relation to a company, means a person who, alone or with associates, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power in general meeting of that company or of any other company of which that company is a subsidiary.

A notification must also be made to the GFSC if a person ceases to be a controller and if a shareholder indirectly acquires 5 per cent. or more of the shares in any Guernsey regulated company in the Group.

4 United Kingdom

No person may become a controller (as defined below) of the UK regulated companies in the Group without first making an application to the FCA to become a controller and the person must notify the FCA as soon as possible once it becomes aware that the change is to take place.

A “controller” of a non-directive firm (which includes any UK regulated company in the Group) will include any person who directly or indirectly holds 20 per cent. or more of the shares or voting interests in an authorised entity or its parent undertaking (taking into account non-voting shares); or shares or voting powers in an authorised entity (or its parent undertaking) which means that it can exercise significant influence over the management of the authorised entity.

A controller must also notify the FCA if it ceases to be a controller.

Should any UK regulated company in the Group vary its permissions, lower thresholds may apply (starting at a 10 per cent. or more interest).

5 Luxembourg

A person taking the decision to acquire, directly or indirectly, a “qualifying holding” (10 per cent. of capital or voting rights or possibility to exercise a (comparable) influence over the management of any Luxembourg regulated company in the Group (including indirectly over any of its parent companies) has a prior notification obligation under article 18(5) of the Luxembourg law of 5 April 1993 on the financial sector (as amended) (the “FSL”) and the CSSF has the possibility to object to the transaction in accordance with article 18(11) of the FSL.

Subsequent additional acquisitions by a person increasing its qualifying holding up to or above the thresholds of 20 per cent., 33 1/3 per cent. or 50 per cent. or turning the Luxembourg regulated entity into their subsidiary will also need to be notified beforehand to the CSSF and the CSSF can object to such transaction within a maximum period of three months as of the notification date and may fix a deadline for the execution of the notified transaction.

Pursuant to article 18(16) of the FSL, any natural or legal person who has taken a decision to dispose, directly or indirectly, of a qualifying holding is required to notify in advance in writing the CSSF, indicating the size of its intended holding.

A person must likewise inform the CSSF in advance in writing of its decision to reduce its qualifying holding so that the proportion of the voting rights or of the capital participation held by him/her would fall below the thresholds of 20 per cent., 33 1/3 per cent. or 50 per cent. or so that the Luxembourg regulated company would cease to be its subsidiary.

6 Dubai

A person taking the decision to become a controller (as defined below) of any Dubai regulated entity in the Group must apply to the DFSA for prior written approval.

Pursuant to Rule 11.8 of the General Module of the DFSA handbook a “controller” is a person who (i) holds 10 per cent. or more of the shares in either the Dubai regulated entity or its holding company; (ii) is entitled to exercise, or controls the exercise of, 10 per cent. or more of the voting rights in either the Dubai regulated company or its holding company; or (iii) is able to exercise significant influence over the management of the Dubai regulated company as a result of holding shares or being able to exercise voting rights in the Dubai regulated company or its holding company or having a current exercisable right to acquire such shares

176 or voting rights. Notifications are also required if a person acquires over 30 per cent. or 50 per cent. or decreases a holding from more than 50 per cent.

A notification must be made to the DFSA if a person ceases to be a controller.

7 Malta

Notification is required to be given to the Malta Financial Services Authority (the "MFSA") in relation to any person proposing to directly or indirectly acquire 10 per cent. or more of IDS Fund Services Malta Limited's share capital in accordance with the Investment Services Rules for Recognised Persons issued under the Investment Services Act (Chapter 370, The Laws of Malta) and any such person shall require the MFSA's approval.

8 Mauritius

Where at any time, the FSC Mauritius is not satisfied that a controller or beneficial owner (being a person/ entity who/which is entitled to exercise or control the exercise, either directly or indirectly, 20 per cent. or more of the voting power of the licensee) is a fit and proper person, it may, after giving the person and the licensee an opportunity to make representations about the matter, direct:

• such a person to dispense of his shareholding in the licensee;

• such person not to exercise any voting rights with respect to his shareholding in the licensee; or

• the licensee to take such remedial measures as may be necessary in the circumstances.

177 PART XIV - PERSONS RESPONSIBLE, DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

1 Responsibility

The Company and the Directors (whose names appear on page 45 of this document) accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 Directors and senior management

Non-Executive Directors

Rupert Robson, Chairman (aged 55)

Rupert Robson was appointed as a Non-executive Chairman of Sanne Group plc in March 2015. He is also Non-executive Chairman of Tullett Prebon plc and EMF Capital Partners and Non-executive Director of Savills plc. He has held a number of senior roles in financial institutions, most recently Non- executive Chairman of Charles Taylor plc and Non-executive Director of London Metal Exchange Holdings Ltd, Tenet Group Ltd and OJSC Nomos Bank. Prior to that he was Global Head, Financial Institutions Group, Corporate Investment Banking and Markets at HSBC and Head of European Insurance, Investment Banking at Citigroup Global Markets.

Andrew Pomfret, ACA, Non-Executive Director (aged 56)

Andrew Pomfret joined Rathbone Brothers plc in July 1999 as Group Finance Director and served as Chief Executive Officer from 2004 to 2014. During this time he chaired the Executive Committee which managed the day-to-day affairs of the group. Prior to joining Rathbones, he spent over 13 years with Kleinwort Benson as a corporate financier, venture capitalist and latterly finance director of the investment management and private banking division. Andrew is also a non-executive director of ICG Enterprise Trust Plc, Aberdeen New Thai Investment Trust Plc, Old Mutual Wealth Management Limited, ASDL Residents Property Management Limited, Wealth Management Association Limited, Milton UK MicroCap Trust plc and Interactive Investor plc. Andrew is a chartered accountant.

Nicola Palios, Non-Executive Director (aged 49)

Nicola Palios is a lawyer who joined Mourant du Feu & Jeune as a partner in 1995 and served as CEO of Mourant Limited from 2003 to 2010, overseeing its expansion into new jurisdictions and ultimately the successful sale of the group companies to third parties. She currently runs her own consultancy business, serves as chairman of the States of Jersey Development Company Limited and is an executive director at Tranmere Rovers FC and Alcamy Properties Limited. She holds other non-executive director roles.

Executive directors

Dean Godwin, ACIS, Chief Executive Officer (aged 41)

As Chief Executive Officer, Dean is responsible for delivering business strategies that underpin the long term development of the service and operations platform. He has over 15 years' experience in the international financial services industry and has extensive senior management experience having previously been Managing Director of State Street's Jersey business. Client service specialisms include capital markets transactions and corporate governance for multi-national corporate institutions. He is a chartered secretary and holds an MSc in corporate governance.

Spencer Daley, CA, Chief Financial Officer (aged 40)

178 As Chief Financial Officer, Spencer is responsible for managing the financial strategy and operations of the group. He has over 15 years' experience in financial services organisations and is a practitioner in areas of financial restructuring, business transformation and acquisitions. He was previously Finance Director for State Street's AIS EMEA Private Equity and Real Estate alternative asset administration business.

Philip Godley, FCA, Chief Operating Officer (aged 42)

As Chief Operating Officer, Philip is responsible for ensuring the group continues to build operational capabilities to support growth and deliver financial targets. Philip previously headed up the Group's debt business since joining the Company in 2006 and became COO in 2014. Philip has over 15 years' experience in international financial services including providing administration and financial reporting services to specialist loan funds and other fixed income structures having also previously been employed at Deutsche Bank.

Senior Management – Group Services

Daniel McKeon, Solicitor (non-practising), Director, Legal, and Company Secretary (aged 43)

Daniel McKeon is Legal Director and Company Secretary with day-to-day oversight and coordination within the Group for all regulatory matters. He provides regulatory and legal support to all Group entities. Prior to joining the Group, Daniel was with Mourant, a major Jersey law firm, for six years working principally in their capital markets and structured finance team. Daniel also gained regulatory experience as a manager in the fund authorisation team of the Jersey Financial Services Commission.

Mark Shaw, Chief Risk Officer (aged 53)

As Chief Risk Officer, Mark is responsible for the design and ongoing effectiveness of the Group’s overall risk management framework and its multiple components including compliance capabilities. Mark has over 30 years’ experience in managing operations as well as technology, continuity and client relationship management services across multiple jurisdictions. Prior to joining the Group in April 2014, Mark was Chief Operating Officer for the Jersey business of State Street and before that served, for several years, as Chief Risk Officer for their European alternative assets administration businesses.

Kate Windall, CIPD, Director, Human Resources (aged 46)

Kate is responsible for the delivery of commercially aligned HR solutions within a broad range of HR disciplines including business transformation, M&A, new jurisdictional start-ups, learning and development and employee relations. With more than 18 years' HR experience she has a proven track record of supporting senior business leaders across Europe, Middle East, Africa, Americas and Asia. Kate joined the Group in June 2013 from State Street where she was the HR Chief Operating Officer, EMEA.

Andrew Goodyear, Director, Strategy (aged 40)

Andrew is responsible for strategic planning and M&A activity across the Group. He has considerable experience in organisational and operational change and works closely with the executive and business leaders to deliver initiatives in support of business growth. Andrew joined the Group in 2008 and previously worked for RBS’s wealth management business specialising in strategic planning and implementation.

David Oliver, Chief Compliance Officer (aged 51)

David joined the Group as Chief Compliance Officer in August 2015. He is an experienced regulatory professional who was a member of the Jersey Financial Services Commission's executive committee and headed the trust company business division for two years. Prior to joining the Commission, David worked in the financial services industry in roles covering trust company business, investment business and financial product marketing and sales. David holds the Trustee Diploma of the Chartered Institute of Bankers and the Securities Institute Diploma. David previously lectured at the Jersey Business School for seven years covering both UK and Jersey regulation, and was a senior Examiner for ICSA from 2003 until 2011.

179 Senior Management – Business Leaders

Zena Couppey, Grad. ICSA, Director, Head of Real Estate (aged 35)

Zena heads the Group’s real estate business and has more than 18 years’ experience in the international financial services industry having worked in Geneva, Dubai and Jersey administering a wide variety of international real estate structures including unregulated and regulated funds. She is responsible for the strategic development of the global real estate offering and specialises in client relationship management, sales, transaction management and the operation of multi-jurisdictional structures. Prior to joining Sanne in 2008, she worked for Elian (formerly Ogier) in their real estate division.

Martin Schnaier, FCA, Director, Head of Private Debt and Capital Markets (aged 39)

Martin heads up the Group’s debt business and is responsible for overseeing the continued development of the operational platform in order to maintain the highest levels of services and technical expertise. Martin joined the Group in 2011 from Babson Capital Europe where he was a Finance Director, with responsibility for the firm’s mezzanine and private equity business. Prior to working at Babson Capital, Martin was a Financial Controller at Advent Venture Partners with responsibility for institutional funds, VCTs and the management group. Before joining Advent, he spent five years at KPMG in London where he qualified as a Chartered Accountant in 2003.

Steve Sokić, Global Head of Private Clients (aged 45)

As a member of the Group’s leadership team, Steve’s role is to lead the Group’s Private Client capabilities globally. Responsibilities include development and oversight of a global services platform with multi- jurisdictional capabilities and further enhance the brand and the division’s bespoke services to its clients across established and emerging markets. Prior to joining the Group, Steve held senior leadership roles at a leading global bank & wealth management firm in Jersey and the Caribbean for more than 13 years. Before that, Steve was at a Big Four firm in Canada for over ten years practising primarily in international tax and trusts. Steve holds several designations, including Chartered Professional Accountant and Trust & Estate Practitioner. He is also a frequent author and speaker on various trust & trusteeship matters, wealth succession, philanthropy and taxation.

3 Corporate Governance

There are no specific corporate governance guidelines which apply generally to companies incorporated in Jersey. However, it is a requirement of Listing Rule 9.8.7R that an overseas company with a premium listing must comply with the UK Corporate Governance Code published by the Financial Reporting Council in September 2014 (the “UK Corporate Governance Code”) or explain in its annual report and accounts any areas of non-compliance and the Company’s reasons for this. The Company complies with the UK Corporate Governance Code to the extent applicable to “smaller companies” (being those outside the FTSE 350). The Directors support high standards of corporate governance and will also continue to be subject to various fiduciary duties and duties of skill and diligence under Jersey company laws and statute.

The UK Corporate Governance Code sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. The UK Corporate Governance Code recommends, except for “smaller companies”, that at least half the board of directors of a UK listed company (excluding the chairman) should comprise ‘independent’ non-executive directors being individuals determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. The Company’s board of directors currently comprises three executive directors (including the chief executive officer) and three non-executive directors (including the chairman). The Company regards Rupert Robson, Andrew Pomfret and Nicola Palios as independent non-executive directors, within the meaning of “independent’’ as defined in the UK Corporate Governance Code.

The UK Corporate Governance Code recommends that the board should appoint one of its independent non-executive directors to be the senior independent director. The senior independent director should be available to shareholders if they have concerns that the normal channels of chairman, chief executive

180 officer or other executive directors have failed to resolve or for which such channel of communication is inappropriate. The Company’s Senior Independent Director is Andrew Pomfret.

4 Audit and Risk, Remuneration and Nomination Committees

As envisaged by the UK Corporate Governance Code, the board has established Audit and Risk, Remuneration and Nomination Committees. The UK Corporate Governance Code requires that the Audit and Risk Committee and Remuneration Committee should each have at least three independent non- executive directors and that the Nomination Committee should have at least three directors, a majority of which should be independent non-executive directors.

Audit and Risk Committee

Current Members: Andrew Pomfret, Rupert Robson and Nicola Palios

The Audit and Risk Committee is comprised of the three independent non-executive directors, and is chaired by Andrew Pomfret. The Audit and Risk Committee normally meets at least three times a year at the appropriate times in the reporting and audit cycle and the external auditor, the Chief Finance Officer and the Chief Risk Officer are invited to attend committee meetings on a regular basis. The committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s Auditors in that process, together with providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group, reviewing and approving various formal reporting requirements and promoting a risk awareness culture within the Group.

The terms of reference of the Audit and Risk Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for and the right to attend meetings. The duties of the Audit and Risk Committee covered in the terms of reference are: financial reporting, narrative reporting, internal and external audit, risk strategy and policy, compliance, bribery, fraud and risk management function remit. The terms of reference also set out the authority of the committee to carry out its duties. The Group recently appointed a head of internal audit, who reports to the Chairman of the Audit and Risk Committee.

Remuneration Committee

Current Members: Nicola Palios, Rupert Robson and Andrew Pomfret

The Remuneration Committee is comprised of the three independent non-executive directors, and is chaired by Nicola Palios. The Remuneration Committee, which meets at least twice a year, has responsibility for the determination of specific remuneration packages for each of the executive directors and certain senior executives of the Group, including pension rights and any compensation payments and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance-related schemes.

The terms of reference of the Remuneration Committee cover such issues as membership and frequency of meetings, as mentioned above, together with the requirements for quorum for and the right to attend meetings. The duties of the Remuneration Committee covered in the terms of reference relate to the following: determining and monitoring policy on and setting level of remuneration, early termination, performance related pay, pension arrangements, authorising claims for expenses from the chief executive officer and chairman, reporting and disclosure, share schemes and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its duties.

Nomination Committee

Current Members: Rupert Robson, Nicola Palios and Andrew Pomfret

The Nomination Committee is comprised of the three independent non-executive directors, and is chaired by Rupert Robson, the chairman of the Company. The Nomination Committee meets at least twice a year at appropriate times in the reporting cycle.

181 The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.

182 PART XV - ADDITIONAL INFORMATION

1 Incorporation and status of the Company

(i) The Company was incorporated and registered in Jersey on 26 January 2015 under Jersey Companies Law as a public company, limited by shares, with registered number 117625 with the name Album Group plc. On 18 March 2015, the Company changed its name to Sanne Group plc.

(ii) The principal law and legislation under which the Company operates, and under which the Ordinary Shares were created, is the Companies (Jersey) Law 1991.

(iii) The Company’s legal and commercial name is Sanne Group plc.

(iv) The registered and head office of the Company is at 13 Castle Street, St Helier, Jersey JE4 5UT. The telephone number of the Company’s registered office is +44 (0) 1534 722 787.

2 Share capital of the Company

Share capital

(i) On the Latest Practicable Date, the share capital of the Company was:

Number Nominal Value (£) Ordinary Shares 116,000,000 1,160,000

(ii) Immediately following Admission of the Capital Raising Shares, the share capital of the Company is expected to be:

Number Nominal Value (£) Ordinary Shares 135,008,262 1,350,083

(iii) Immediately following Admission of the Consideration Shares, the share capital of the Company is expected to be:

Number Nominal Value (£) Ordinary Shares 140,852,769 1,408,528

(iv) As at the Latest Practicable Date, the Company held 278,598 Ordinary Shares in treasury. No Ordinary Shares have been issued other than as fully paid.

Share Capital History

(i) On 26 January 2015, the date of the Company’s incorporation, the Company’s issued share capital comprised 2 ordinary shares of £1.00 each. Immediately prior to IPO Admission, the Group undertook a reorganisation of its corporate structure that resulted in the Company becoming the ultimate holding company of the Group and Sanne Holdings Limited (“SHL”) becoming the Company’s direct subsidiary (the “Share Capital Reorganisation”). The Share Capital Reorganisation was undertaken in accordance with the terms of a Share Exchange Agreement (the “Share Capital Reorganisation Agreements”) pursuant to the terms of which:

(A) all of the shares in SHL were transferred by its shareholders (the “Original Shareholders”) to the Company; and

183 (B) the Company issued, in aggregate, 101,999,800 new ordinary shares of £0.01 each to, inter alios, the then Shareholders following which the Company became the sole shareholder of SHL.

(ii) In connection with the Share Capital Reorganisation Agreements and IPO Admission, the Company resolved, by written resolutions passed on 27 March 2015, that (amongst other things):

(A) the 10,000 ordinary shares of £1.00 each in the share capital of the Company (including the two ordinary shares of £1.00 each in issue at the date of the resolution) be subdivided into 1,000,000 Ordinary Shares, and that, following such subdivision, the authorised share capital of the Company be increased from £10,000 divided into 1,000,000 Ordinary Shares to £5,000,000 divided into 500,000,000 Ordinary Shares; and

(B) the Directors be authorised in accordance with the Articles to exercise all the powers of the Company to allot equity securities for the purposes of the Share Capital Reorganisation Agreements and IPO Admission, as if the pre-emption rights set out in the Articles did not apply to such allotments.

The authorities conferred on the Directors described above expired at the conclusion of the annual general meeting of the Company held on 5 May 2016.

(iii) At the Company's annual general meeting held on 5 May 2016, among other things, the following resolutions were passed:

Ordinary Resolution

(A) That the Directors of the Company be generally and unconditionally authorised, (without prejudice to the authorities conferred on the Directors elsewhere in the resolutions) for the purposes of Article 9 of the Articles to exercise all the powers of the Company to allot Equity Securities (as defined in the Articles) and to grant rights to subscribe for or to convert any security into Equity Securities: (i) up to an aggregate nominal amount of £385,738 for general purposes; and (ii) up to an aggregate nominal amount of £385,738 where such securities have been offered by way of a pre-emptive issue (as defined in the Articles), such authorities (being the Authorised Allotment Amount as defined in the Articles) to apply until the earlier of 15 months after the passing of the resolution and the end of the next annual general meeting of the Company after the passing of the resolution but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Equity Securities to be allotted after the authority ends and the directors may allot Equity Securities under any such offer or agreement as if the authority had not ended.

Special Resolutions

(A) That, subject to and conditionally upon the passing of the resolution set out in (A) above, the Directors be given power to allot Equity Securities (as defined in the Articles) for cash as if Article 10 of the Articles did not apply to any such allotment or sale, such power to be limited to the general allotment of Equity Securities up to an aggregate nominal amount of £115,721 (being the Non-Pre-emptive Amount, as defined in the Articles), such power to apply until the earlier of 15 months after the passing of the resolution and the end of the next annual general meeting of the Company after the passing of this resolution but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be allotted after the power ends and the directors may allot Equity Securities under any such offer or agreement as if the power had not ended.

(B) That, the Company be authorised for the purposes of Article 57 of the Companies (Jersey) Law 1991 (the “Law”) to make one or more market purchases of its ordinary shares, such power to be limited: (i) to a maximum number of 11,572,140 ordinary shares; (ii) by the condition that the minimum price (exclusive of expenses) which may be paid for an

184 ordinary share is its nominal value; (iii) by the condition that the maximum price (exclusive of expenses) which may be paid for an ordinary share is not more than the higher of: (A) an amount equal to 5 per cent. above the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange plc’s Daily Official List) for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased, and (B) an amount equal to the higher of: (i) the price of the last independent trade of an ordinary share; and (ii) the highest current independent bid for an ordinary share on the London Stock Exchange plc at the time the purchase is carried out, such power to apply until the end of the next annual general meeting of the Company after the passing of the resolution but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended and, pursuant to Article 58A of the Law, the Company may hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by this resolution.

New Ordinary Shares

(i) The Existing Ordinary Shares are already admitted to the Official List, the London Stock Exchange's Main Market for listed securities and to CREST. It is expected that the New Ordinary Shares, when allotted and issued will be capable of being held and transferred by means of CREST.

(ii) Other than the issue of the New Ordinary Shares, the issue of up to 2,813,599 Ordinary Shares as deferred consideration in connection with the acquisition of FLSV and the issue of 180,065 Ordinary Shares out of treasury in connection with completion of the acquisition of the Company of Sorato, the Company has no present intention to issue any new shares in the share capital of the Company.

(iii) The Company does not have in issue any securities not representing share capital.

(iv) No shares of the Company are currently in issue with a fixed date on which entitlement to a dividend arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived.

(v) Save as disclosed in this paragraph 2 and Part IX (Historical Financial Information Relating to the Group), there has been no issue of share or loan capital of the Company or any other member of the Group (other than intra-group issues by wholly owned subsidiaries) in the three years immediately preceding the date of this document and (save as disclosed in paragraph (ii) above) no such issues are proposed.

(vi) Save as disclosed in paragraph 12 below, no commissions, discounts, brokerages or other special terms have been granted by the Company or any other member of the Group in connection with the issue or sale of any share or loan capital of the Company or any other member of the Group in the three years immediately preceding the date of this document.

(vii) Save as disclosed in paragraph 6 below, no share or loan capital of the Company or any other member of the Group will be under option or has been agreed conditionally or unconditionally to be put under option.

(viii) The New Ordinary Shares will be in registered form. No temporary documents of title will be issued and prior to the issue of definitive certificates, transfers will be certified against the register. It is expected that definitive share certificates for the Capital Raising Shares and the Consideration Shares not to be held through CREST will be posted to allottees by 21 December 2016 and in the first quarter of 2017, respectively. Capital Raising Shares to be held through CREST will be credited to CREST accounts on Admission of the Capital Raising Shares, and Consideration

185 Shares to be held through CREST will be credited to CREST accounts on Admission of the Consideration Shares.

3 Summary of significant differences between English and Jersey company law

There are a number of differences between the Companies Act (which is the principal English company law legislation) and the Jersey Companies Law (which is the principal Jersey company law legislation). The main differences include (but are not limited to) the following:

• The Jersey Companies Law does not confer statutory pre-emption rights on shareholders relating to new share issues, however, the Articles contain certain pre-emption rights;

• Under the Jersey Companies Law the directors do not need the sanction of the shareholders to issue and allot shares, however, the Articles require authorities to be given to the directors in respect of certain share issues;

• The Jersey Companies Law allows for partly paid shares to be allotted by a public company even if they are not paid up to at least one quarter of its nominal value;

• Under the Companies Act a special resolution requires a three-fourths majority, whereas under the Jersey Companies Law the threshold can be set (in the Company’s articles) at any threshold so long as it is at least a two-thirds majority. The Articles require special resolutions to be passed by a three- fourths majority;

• The Jersey Companies Law does not provide for the members of a Jersey company representing a specified percentage of the total voting rights or constituting a certain number to be able to require publication on a company’s website of a statement setting out any matter relating to the audit of its accounts or any circumstances concerned with an auditor ceasing to hold office but provisions to this effect have been included in the Articles;

• Any increase in the authorised share capital of a company requires a special resolution under the Jersey Companies Law rather than an ordinary resolution (a simple majority) as is the case under the Companies Act;

• In the context of takeover offers, the Jersey Companies Law includes provisions similar to those existing under English law in relation to schemes of arrangement, and in relation to the compulsory acquisition of shares following a tender offer, including the voting or acceptance thresholds (as the case may be) required to effect the same. In addition, the Jersey Companies Law permits two or more companies (which need not all be Jersey incorporated companies) to merge to form one successor company. In the case of any company incorporated in Jersey, any such merger is subject to approval by its board of directors and to approval by special resolution of the Company (and, where applicable, by special resolution of each class of shares where there is more than one class of shares in issue), in addition to certain other substantive and procedural requirements;

• The circumstances in which the Jersey Companies Law permits a Jersey company to indemnify its directors in respect of liabilities incurred by the directors in carrying out their duties are limited, albeit in a slightly different manner to English companies under the Companies Act;

• Under the Jersey Companies Law there is no general prohibition on the granting of loans by a company to its directors (but directors remain subject to fiduciary duties when considering the grant of any such loans) and any costs incurred in defending any proceedings which relate to anything done or omitted to be done by that director in carrying out his duties may be funded by way of loans;

• The Jersey Companies Law does not require that shareholders approve compensation payments made to directors for loss of office, whereas under the Companies Act, a payment by a company for loss of office to a director (or a person connected to such director) of a company or its holding company must be approved by a resolution of shareholders, however, the relevant Companies Act provisions have been incorporated into the Articles;

186 • The Jersey Companies Law does not require the directors of a Jersey company to disclose to the company their beneficial ownership of any shares in the company (although they must disclose to the company the nature and extent of any direct or indirect interest which conflicts, or may conflict to a material extent with, a transaction into which the company or any of its subsidiaries is proposing to enter);

• The Jersey Companies Law does not grant the directors of a Jersey company a power to request information concerning the beneficial ownership of shares, however, Chapter 5 of the Transparency Rules has been incorporated into the Articles which permits the directors to request such disclosure in the relevant circumstances;

• The Jersey Companies Law does not confer on members the right to an independent scrutiny of a poll taken, or to be taken, at a general meeting, nor does it confer rights on members to require a company to circulate resolutions proposed to be moved by members at the next annual general meeting, or to circulate explanatory statements relating to any matter regarding a proposed resolution at a general meeting, or rights for a nominee holder of shares to have the same information rights granted to the underlying beneficial owner of the share. However, provisions have been inserted into the Articles to give these rights to the shareholders;

• There is no restriction on donations by a company to political organisations under the Jersey Companies Law. However, a suitable restriction has been included in the Articles;

• Under Jersey law, the circumstances in which a shareholder may bring a derivative claim against a company may be more limited than is the case under English law. However, the Jersey Companies Law includes an equivalent provision to the Companies Act relating to protection of shareholders against unfair prejudice and in this respect Jersey has (subject to certain exceptions) a broadly similar position under customary law to the common law position under English law;

• Under Jersey law, two commonly used procedures for dissolving a Jersey company are winding up and desastre. Concepts such as receivership, administration and voluntary arrangements do not exist under Jersey law. The concept of a winding up is broadly similar to that under English law, except that under Jersey law, a winding up may only be commenced by the Jersey company and not by one of its creditors. If the company is solvent the winding up will be a summary winding up. If the company is insolvent, the winding up will be a creditors’ winding up. A creditor wishing to dissolve a Jersey company would need to seek to have the company’s property declared en desastre (literally meaning ‘’in disaster’’) by the Jersey court. If the company’s property is declared en desastre, all of the powers and property of the company (whether present or future and whether situated in Jersey or elsewhere) are vested in the Jersey Viscount (an officer of the court). The role of the Viscount is similar to that of a liquidator. The Viscount’s principal duty is to act for the benefit of the company’s creditors. He is not under an obligation to call any creditors’ meetings, although he may do so;

• The Jersey Companies Law does not contain restrictions on loans to directors or substantial property transactions equivalent to those contained in the Companies Act;

• Pursuant to the Jersey Companies Law, and subject to the Directors being able to make the required solvency statement, a Jersey company may make a distribution from any source (other than nominal capital account and capital redemption reserve) whereas under the Companies Act distributions generally may only be made from distributable reserves; and

• The Jersey Companies Law does not provide a statutory right to Shareholders to remove directors, however, a right to remove Directors by ordinary resolution has been included in the Articles.

This list is intended to be illustrative only and does not purport to be exhaustive or to constitute legal advice. Any Shareholder wishing to obtain further information regarding his rights as a shareholder of the Company under Jersey law should consult his Jersey legal advisers.

The Company is required to comply with the Listing Rules, the Disclosure Requirements and the Transparency Rules. In certain of the instances where the Listing Rules, the Disclosure Requirements and/ or the Transparency Rules apply differently or do not apply to an overseas company, provision has been

187 made in the Articles to apply certain rules as if the Company was a company incorporated in England and Wales. For example, the Articles provide that Shareholders must comply with the rules contained in Transparency Rule 5 relating to disclosure of major shareholdings and other controlling voting rights in the Company as if it were a company incorporated in England and Wales.

In relation to those cases referred to above where the Articles seek to replicate the positions under the Companies Act as closely as possible, there can be no guarantee that these provisions will replicate English law exactly and inevitably small differences between English law and Jersey law will remain.

4 Articles of Association

Under Jersey Companies Law, the capacity of a Jersey company is not limited by anything contained in its memorandum or articles of association. Accordingly, the memorandum of association of a Jersey incorporated company, and hence the Company’s memorandum, does not contain an objects clause.

The Articles, which were adopted by a written resolution of the Company passed on 27 March 2015 include provisions, among other things, to the following effect:

4.1 Share rights

Subject to the provisions of the Jersey Companies Law and the provisions of the Articles relating to, inter alia, authority and pre-emption rights and to any resolution of the Company in general meeting passed pursuant to those provisions, all unissued shares for the time being in the capital of the Company are at the disposal of the Board. The Board may allot such shares on any terms and conditions, grant options over them, offer them for sale or otherwise dispose of them in any other way. The Board may issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or the holder on such terms as provided by the Articles subject to the provisions of the Jersey Companies Law.

(A) Voting rights

Subject to any rights or restrictions as to voting attached to any shares, on a show of hands, every member present in person or (subject to certain conditions) by proxy shall have one vote, and, on a poll, every member present in person or by proxy has one vote for every share of which he is the holder.

If at the time of any general meeting or class meeting, a member owes the Company any money in relation to his share, he will not be entitled to vote that share (either in person or by proxy) or exercise any other right attached to that share at that general meeting or class meeting. A member may not (amongst other potential sanctions) exercise voting rights in the Company in respect of shares which are the subject of a restriction notice served after failure to provide the Company with information concerning interests in certain shares required to be provided by the Company, in accordance with the Articles.

(B) Dividends

Subject to the provisions of the Jersey Companies Law, the members may by ordinary resolution declare dividends out of any source permitted by the Jersey Companies Law, but no dividend shall exceed the amount recommended by the Board. Subject to the provisions of the Jersey Companies Law, the Board may pay interim dividends out of any source permitted by the Jersey Companies Law if it appears to the Board that it is justified by the financial position of the Company. If the share capital is divided into different classes and members with preferential dividend rights suffer as a result of an interim dividend being properly paid to other members, the Board will not be liable for the loss if it acted in good faith. Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions in respect of which the dividend is paid. Any amount paid on a share in advance of the date on which a call is payable will not be treated as paid up for these purposes. The Company does not have to pay interest on any dividend or other money due to a member in respect of his shares, unless the rights of the share state otherwise. If a dividend

188 in respect of a share remains unclaimed for 12 years from the date it became due for payment, the Board can pass a resolution to forfeit the payment and the relevant member will lose the right to the dividend. If recommended by the Board, members can pass an ordinary resolution to direct that a dividend will be satisfied in whole or in part by distributing assets instead of cash. This includes, amongst other things, paid up shares or debentures of another company. The Board can make any arrangements it wishes to settle any difficulties which may arise in connection with the distribution, including for example (a) the valuation of the assets, or (b) the payment of cash to any member on the basis of that value in order to adjust the rights of members, and (c) the vesting of any asset in a trustee. The Board may, if authorised by an ordinary resolution of the Company, offer members the right to elect to receive shares by way of scrip dividend (which are credited as fully paid) instead of cash in respect of some or all of their dividend.

Subject to the provisions of the Jersey Companies Law, if at any time the capital of the Company is divided into different classes of shares, the rights attached to any class of shares in the capital of the Company may (unless otherwise provided by the terms of allotment of the shares of the relevant class) be varied or abrogated either with the written consent of the holders of at least three quarters in nominal value of the issued shares of the class, or with the sanction of a special resolution passed at a separate class meeting of the class of members affected. While the Company’s shares are divided into different classes, the rights of a share will be treated as varied if either (a) the capital paid up on that share or class of shares is reduced (unless this results from the Company buying back or redeeming its own shares), or (b) another share is allotted which has (i) priority for payment of a dividend, (ii) priority on a return of capital or (iii) voting rights more favourable than those attached to that share or class of shares.

(D) Lien, calls, and forfeiture

The Company has a lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of that share. The Company has the right to sell any share over which it has a lien if a member fails to pay any money due on the share in respect of which the lien exists within 14 clear days of notice of a demand for payment of the amount of money owed being given to the holder of the share or to the person entitled to the share by transmission.

The Board can call at any time on members on one or more occasions to pay any money which they owe to the Company on a share, provided that there must be at least one month between the payment dates of two consecutive calls and that the call is made in accordance with the Articles and the terms of allotment of the relevant share. Members must be given at least 14 clear days’ notice of a requirement to pay and the notice must state when and where the payment is to be made. If a member does not pay the money due under a call or any instalment of a call by the due date, he must pay interest on the amount due from the due date until it is actually paid. If the terms of any allotment of any share require money to be paid when the share is allotted or on a fixed date, the amount payable will be treated in the same way as if a valid call had been made for that money the same date the money is due. If the money is not paid, the provisions of the Articles relating to calls and forfeiture will apply as if the member had been notified of a valid call for that amount on that date. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the Board may give the person from whom it is due not less than seven clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non- payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. Subject to the provisions of the Jersey Companies Law, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determines, either to the person who was the holder before the forfeiture or to any other person.

(E) Ownership of shares by non-UK persons

189 There are no provisions in the Articles that restrict non-UK resident or foreign shareholders from holding shares or from exercising voting rights attaching to shares.

(F) Transfer of shares

A transfer of a certificated share must be in writing, either by the usual transfer form or in any other form which the Board approves. The transfer form must be signed by or on behalf of the person transferring the share and, unless the share is fully paid, by or on behalf of the person acquiring the share. The transfer form does not need to be under seal. If the certificated shares being transferred are only partly paid, the Board is entitled to refuse to register the transfer without giving any reason for the refusal as long as it does not prevent dealings in shares from taking place on an open and proper basis. The Board can also refuse to register the transfer of a certificated share if: (a) the transfer form is not lodged, properly stamped (if stamping is required), at the registered office (or any other place chosen by the Board) together with the appropriate share certificate for the shares being transferred and any other evidence of transfer that the Board reasonably asks for; (b) the transfer is for more than one class of shares; or (c) the transfer is to more than four transferees.

If the Board refuses to register a transfer of a share, it must notify the person to whom the shares were being transferred of this refusal. This notice must be sent out within two months of the date on which the transfer form was received by the Company (in the case of certificated shares). An instrument of transfer which the Board refuses to register shall be returned to the person lodging it when notice of the refusal is sent. Neither the Board nor anyone else can charge a member for registering a transfer form or other documents relating to his shares or affecting his title to a share.

The Board may permit the holding of shares in uncertificated form and the transfer of title to those shares by means of a relevant system such as CREST.

(G) Alteration of share capital

The Company may by special resolution increase, consolidate and divide or (subject to the Jersey Companies Law) sub-divide its shares or any of them or cancel any shares which have not been taken or agreed to be taken by any person. The Company may, subject to the Jersey Companies Law, by special resolution reduce its share capital accounts and any share premium accounts and capital redemption reserves.

(H) Pre-emption rights

If the Company issues certain specific kinds of additional securities, current members will generally have pre-emption rights to those securities on a pro rata basis. The members may, by way of special resolution, grant authority to the Board to allot shares as if the pre-emption rights set out in the Articles did not apply.

(I) Liquidation rights

If the Company is wound up, the liquidator can, with the approval of a special resolution passed by the members and any other sanction required by applicable law, among other things, divide some or all of the Company’s assets among the members. The liquidator may determine the value of such assets and how they are to be divided between the members but no member shall be compelled to accept any asset on which there is a liability.

(J) Disclosure of shareholdings

Chapter 5 of the Transparency Rules, which is incorporated into the Articles, requires members to notify the Company if the voting rights attached to shares held by them (subject to some exceptions) reach, exceed or fall below 3 per cent. and each 1 per cent. threshold thereafter up to 100 per cent. Pursuant to the Articles, the Company may also send a notice to any person whom it knows or believes to be interested in its shares, requiring such person to confirm whether he has such an interest and, if so, details of that interest. Under the Articles, if a member fails to comply with its notification obligations or fails to supply the information requested in the notice or provides

190 information that is false in a material particular, the Board may serve a restriction notice on such person stating amongst other things that the member may not attend or vote at any general meeting or class meeting in respect of some or all of his shares.

(K) Capitalisation of profits

If authorised by ordinary resolution of the members and subject to the Jersey Companies Law, the Board can pass a resolution to capitalise any undistributed profits (unless required for paying a preferential dividend) or other sum in any reserve or fund.

(L) Circulation of shareholder resolutions

Subject to certain exceptions, members of the Company may require the Company to circulate, to members entitled to receive notice of the next annual general meeting, notice of a resolution to be proposed at that meeting. For this purpose, the members must represent:

(i) at least five per cent. of the total voting rights of all members who have a right to vote on the relevant resolution; or

(ii) not less than 100 in number who have a right to vote on such resolution and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100. Similarly, if so requested the Company shall also circulate to members a statement of not more than 1,000 words with respect to a matter referred to in a proposed resolution to be dealt with at a particular meeting or other business to be dealt with at that meeting.

(M) Information rights

A member has the right to nominate another person, on whose behalf he holds shares, to enjoy the same information rights as defined and stipulated in sections 146 to 149 of the Companies Act (with certain exceptions).

(N) Power to require website publication of audit concerns

If so requested by members, the Company shall publish on its website a statement setting out any matter relating to the audit of its accounts or any circumstances connected with an auditor of the Company ceasing to hold office. For this purpose, the members must represent (i) at least five per cent. of the total voting rights of all members who have a right to vote at the general meeting at which the Company’s accounts are laid, or (ii) not less than 100 in number who have a right to vote at such meeting and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100.

(O) Independent report on poll

Members may require the Board to obtain an independent report on any poll taken, or to be taken, at a general meeting of the Company in accordance with certain provisions of the Companies Act which have been incorporated into the Articles (with certain exceptions).

4.2 General meetings

The Company holds annual general meetings in accordance with the requirements of the Jersey Companies Law. All other general meetings of the members are called general meetings. The Board can call a general meeting whenever it decides to. All annual general meetings can only be held if members have been given at least 21 clear days’ notice. Members must be given at least 14 clear days’ notice of all other general meetings. The members can require the Board to call a general meeting in accordance with the Jersey Companies Law.

Notice of a general meeting must be sent to all of the Company’s members (subject to certain exceptions for holders of partly-paid shares), the Board and the auditors. The notice calling a general meeting must specify the time, date, place and general nature of the business of the meeting and, in the case of a meeting

191 called to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. A notice calling an annual general meeting must state that the meeting is an annual general meeting. A member may attend and/or vote at general meetings or class meetings in person or by proxy. The Articles contain provisions for the appointment of proxies, including electronic communication of appointments and cut off times for appointments prior to general meetings. Even if a director is not a member, he is entitled to attend and speak at any general meeting or class meeting. A quorum for a general meeting is two people (including members and/or proxies) entitled to vote at the meeting. If a quorum is not present within 15 minutes of the time set for the general meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine), the meeting shall be adjourned to such later time and date as the chairman of the meeting may determine, unless the meeting was called at the request of the members in which case it shall be dissolved.

4.3 Directors

(A) Appointment of directors

The Company must have at least two directors on the Board (not counting alternate directors). There is no maximum number of directors. Subject to the Articles, members (by ordinary resolution) or the Board can appoint any person willing to be a director either to fill a vacancy or as an additional director. Where the appointment is made by the Board, the director must retire at the next general meeting and can then be put forward by the Board for reappointment by shareholders in accordance with the Articles. A majority of directors shall not be resident in the United Kingdom.

(B) Eligibility of new directors

A person will only be eligible for appointment as a director of the Board at a general meeting if:

(i) he is a director who has retired by rotation;

(ii) he is recommended by the Board; or

(iii) a member who is entitled to vote at the general meeting has given the Company a written notice at least seven days (but not more than 21 days) before the date for which the meeting is called of his intention to propose someone (other than himself) as a director. The notice must include all the details of that person which would be required to be included in the register of directors, and be accompanied by a written confirmation from the proposed director confirming his willingness to be appointed as a director.

Directors do not need to be shareholders in the Company.

(D) Retirement of directors by rotation

At every annual general meeting, one third of the Directors on the Board must retire or, if the number of directors is not divisible by three, the number of directors nearest to one third shall retire from office but if any directors will have been a director for three years or more since he was last appointed (or re-appointed) at the date fixed for the annual general meeting, he must retire. A director who retires at an annual general meeting may be re-appointed if he is willing to act as a director. Subject to the Jersey Companies Law and the Articles, the directors to retire by rotation will firstly be those directors who wish to retire without re-appointment, and secondly those who have served the longest as a director since their last appointment or re-appointment. If directors were last re-appointed directors on the same day, they can agree among themselves who is to retire. If they cannot agree, then they must draw lots to decide.

(E) Remuneration of directors

192 The total fees paid to non-executive directors (other than amounts payable under any other article) must not exceed £1 million a year or any higher amount agreed by ordinary resolution at a general meeting.

If a non-executive performs any other service which in the Board’s opinion is beyond the scope of his role as a non-executive director, the Board can decide to pay him additional remuneration. This can take the form of a salary, commission or anything else the Board decides. The benefits paid to an executive director will be decided by the Board (or any duly constituted committee of the Board), and can be of any description. This includes, but is not limited to, (i) admission to, or continuance of, membership of any scheme (including a share purchase scheme) or fund established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, and (ii) the payment of a pension or other benefits to him or his dependants on or after his retirement or death.

The provisions contained in sections 215 to 221 of the Companies Act in relation to payments made to directors (or a person connected to such directors) for loss of office and the circumstances in which such payments would require the approval of members broadly apply to the Company, and the Company shall comply with such provisions as if it were a company incorporated in the UK.

(F) Appointment of executive directors

Subject to the Jersey Companies Law, the Board can appoint a director to any executive position (except that of auditor), on such terms and for such period as it thinks fit. The Board can also terminate or vary an executive appointment whenever it wishes and decide on any fee or other form of remuneration to be paid for such appointment.

(G) Permitted interests of directors

Subject to the provisions of the Jersey Companies Law, as long as a director has disclosed the nature and extent of his interest to the Board, a director can: (a) be a party to, or otherwise have an interest in, any transaction or arrangement with the Company or in which the Company has a direct or indirect interest; (b) act by himself or through his firm in a paid professional role for the Company (other than as auditor); and (c) be a director, officer or employee of or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company has any interest whether direct or indirect. A director who has, and is permitted to have, any interest referred to in the above paragraph can keep any remuneration or other benefit which he derives as a result of having that interest as if he were not a director. Any disclosure may be made at a meeting of the Board, by notice in writing or by general notice or otherwise in accordance with the Jersey Companies Law. The Board may authorise directors’ actual and potential conflicts of interests, provided that any director concerned does not vote or count towards the quorum at the meeting where the matter is considered. Where a director’s relationship with another person has been authorised and such relationship gives rise to an actual or potential conflict of interest, the director will not be in breach of the general duties he owes to the Company if he absents himself from meetings, or makes arrangements not to receive documents and information, relating to the actual or potential conflict of interest for so long as he reasonably believes that the same subsists.

(H) Proceedings of directors

A director may, and the secretary at the request of a director shall, call a meeting of the Board by giving notice of the meeting to each director. Any director may waive notice of a meeting and any such waiver may be retrospective. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote.

The quorum for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be two. A person who holds office only as an alternate director may, if his appointor is not present, be counted in the quorum.

193 No meetings of the Directors shall be held in the United Kingdom and any decision reached or resolution passed by the Directors in the United Kingdom will be invalid and have no effect.

A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of the Board or of a committee of the Board (not being less than the number of directors required to form a quorum of the Board) shall be as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) a committee of the Board duly convened and held outside the United Kingdom.

A person entitled to be present at a meeting of the Board or of a committee of the Board shall be deemed to be present for all purposes if each is able (directly or by electronic communication) to speak to and be heard by all those present or deemed to be present simultaneously provided that there shall be no majority of directors physically present in the United Kingdom. A Director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting is provided that the chairman of the meeting is not physically present in the United Kingdom at the time of any such meeting.

4.4 Borrowing Powers

Subject to the Articles, the Board can exercise all the Company’s powers relating to borrowing money, giving security over all or any of the Company’s business and activities, property, assets (present and future) and uncalled capital, and issuing debentures and other securities.

4.5 Indemnity of officers

As long as the Company complies with the provisions of the Jersey Companies Law relating to the indemnification of officers, it may indemnify every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company. This provision does not affect any indemnity which a director or officer is otherwise entitled to.

In addition, each of the Directors has been granted an indemnity by the Company, further details of which are set out in paragraph 13 (Related Party Transaction) below.

4.6 Other

The Company may not make a political donation to a political party or other political organisation, or to an independent election candidate, or incur any political expenditure, unless such donation or expenditure is authorised by an ordinary resolution in accordance with the Articles and is passed before the donation is made or the expenditure incurred.

4.7 Regulatory provisions

(A) Suspension of rights

If at any time the Company determines that a Shareholder Regulatory Event (as defined below) has occurred, it may, in its absolute discretion at any time, by written notice (a "Shareholder Regulatory Event Notice") to the holder(s) of any interest(s) in any shares (the "Relevant Shares") in the Company to whom a Shareholder Regulatory Event relates (or to whom the Company reasonably believes it to relate), in its absolute discretion with immediate effect (or with effect from such date as is specified in such Shareholder Regulatory Event Notice), suspend one or more of the following rights attaching to such Relevant Shares:

(i) the right to attend and speak at meetings of the Company and to vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of

194 shares or to demand and vote on a poll exercisable in respect of any Relevant Shares, or to exercise, directly or through any trustee or nominee, any other related right conferred by such securities;

(ii) the right to receive any payment or distribution (whether by way of dividend, interest, or otherwise) in respect of any Relevant Shares, or receive any other form of remuneration, including for services rendered; and

(iii) the right to the issue of further shares or other securities in respect of the Relevant Shares;

provided that should the Company determine that the Shareholder Regulatory Event is no longer continuing it shall remove any suspension of rights that it has made.

(B) A “Shareholder Regulatory Event” shall occur if:

(i) a Regulatory Authority (as defined below) informs the Company, any member of the Group or any member by way of a formal determination that any member of the Company or any person interested or believed to be interested in shares of the Company is for whatever reason:

(a) unsuitable to be a person interested in shares of the Company or any member of the Group;

(b) not licensed, qualified or approved to be a person interested in shares of the Company or any member of the Group; or

(c) disqualified as a holder of interests in shares of the Company or any member of the Group, under any legislation regulating the operation of any activity undertaken by the Company or any member of the Group or any other company, partnership, body corporate or other entity in which the Company or any member of the Group is interested; and/or

(ii) a Regulatory Authority by reason, in whole or in part, of the interest of any person or persons in shares of the Company (or by its belief as to the interest of any person or persons in such shares) has:

(a) refused or formally notified to the Company or any member of the Group or any other company, partnership, body corporate or other entity in which the Company or any member of the Group is interested that it will or is likely to or may refuse;

(b) revoked or cancelled or indicated to the Company or any member of the Group or any other company, partnership, body corporate or other entity in which the Company or any member of the Group is interested that it will or is likely to or may revoke or cancel;

(c) opposed or formally notified to the Company or any member of the Group or any other company, partnership, body corporate or other business in which the Company or any member of the Group is interested that it will or is likely to or may oppose; or

(d) imposed any condition or limitation which may have a material adverse impact upon the operation of any activity undertaken or to be undertaken by the Company or any member of the Group or other entity in which the Company or any member of the Group is interested, or upon the benefit of which the Company or any other member of the Group derives or is likely to derive from the operation by any other member of the Group or any other company, partnership, body corporate, or other entity in which the Company or any member of the Group is interested or indicated to the Company or any member of the Group or any such other company, partnership, body corporate or other entity that it will or is likely to or may impose any such

195 condition or limitation, in relation to, the grant, renewal, or the continuance of any registration, licence, approval, finding of suitability, consent, or certificate required by any legislation regulating (or any code of conduct or practice recognised or endorsed by the Regulatory Authority relevant to) the operation of any activity undertaken by the Company or any member of the Group or any other company, partnership, body corporate or other entity in which the Company or any member of the Group is interested, which is held by or has been applied for by the Company or any member of the Group or other such person

(C) A “Regulatory Authority” means any authority wherever located (whether a government department, independent body established by legislation, a government, self regulating organisation, court, tribunal, commission, board, committee or otherwise) vested with responsibility (with or without another or others) for the regulation of any regulated activity carried on by the Company or any member of the Group including, without limitation, the Jersey Financial Services Commission, the Guernsey Financial Services Commission, the UK Financial Conduct Authority, the Commission de Surveillance de Secteur Financier and the Dubai Financial Services Authority.

(D) Required disposal of Disposal Shares

If at any time the Company determines that a Shareholder Regulatory Event has occurred it may, in its absolute discretion at any time, by written notice (a "Disposal Notice") to a holder of any interest(s) in any shares in the Company to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it to relate), require the recipient of the Disposal Notice or any person named therein as interested in (or reasonably believed to be interested in) shares of the Company to dispose of such number of shares as is specified in the Disposal Notice (the “Disposal Shares”) and for evidence in a form reasonably satisfactory to the Company that such disposal shall have been effected to be supplied to the Company within 14 days (or such other time as may be required by a Regulatory Authority or as determined by the Company following the receipt of legal advice) from the date of the Disposal Notice or within such other period as the Company shall (in its absolute discretion) consider reasonable. The Company may withdraw a Disposal Notice so given whether before or after the expiration of the period referred to therein and shall withdraw it if it appears to the Company that the ground or purported grounds for its service do not exist or no longer exist.

(E) Right of Company to sell Disposal Shares

If a Disposal Notice is not complied with in accordance with its terms or otherwise not complied with to the satisfaction of the Company, the Company shall, in its absolute discretion, be entitled, to dispose (or procure the disposal) of the Disposal Shares at the highest price reasonably obtainable by the Company or its agents in the circumstances (or such amount permitted by the Regulatory Authority) and shall give written notice of any such disposal to those persons on whom the Disposal Notice was served and subject to all applicable law and regulation, the Company itself may acquire Disposal Shares.

(F) Steps to be taken in connection with sale of Disposal Shares

For the purpose of effecting any disposal of Disposal Shares held in uncertificated form, the Company may make such arrangements on behalf of the registered holder of the Disposal Shares as it may think fit to transfer title to those shares through a relevant system. For the purpose of effecting any disposal of Disposal Shares held in certificated form, the Company may authorise in writing any, director, officer, employee or agent of the Company to execute any necessary transfer on behalf of the registered holder(s) and may issue a new share certificate or other document of title to the purchaser and enter the name of the transferee in the register. The net proceeds of any such disposal shall be received by the Company whose receipt shall be a good discharge for the purchase money and shall be paid (without interest being payable thereon) to the former registered holder of the Disposal Shares upon surrender by him of all relevant share certificate(s) or other documents of title in respect of such Disposal Shares. The holder(s) of the Relevant Shares to

196 whom such Shareholder Regulatory Event relates shall be liable to reimburse the Company for all expenses incurred by the Company in performing its obligations and exercising its rights hereunder, including attorney’s fees.

(G) Duty to notify the Company

If a Regulatory Authority serves any notice on a holder of shares in the Company relating to a Shareholder Regulatory Event then such member must immediately notify the Company of such Shareholder Regulatory Event and shall provide the Company with a copy of the notice within 5 days of the shareholder receiving the notice.

5 Remuneration policy and arrangements

5.1 Overview of remuneration policy

Prior to IPO Admission, the Remuneration Committee undertook a review of the Group’s senior executive remuneration policy (including the executive directors). This review paid particular regard to practice in the listed company environment, and in undertaking the review the Remuneration Committee sought independent, specialist advice.

The key aims of the remuneration policy are to:

• encourage, reinforce and reward the growth of sustainable, long-term shareholder value and promote the long term success of the Company;

• attract, retain and motivate high calibre senior management and to focus them on the delivery of the Group’s long term strategic and business objectives;

• be simple and understandable, both externally and to colleagues;

• achieve consistency of approach across the senior management team to the extent appropriate and informed by relevant market benchmarks; and

• encourage widespread equity ownership across the executive team to ensure a long term focus and alignment of interest with shareholders.

The remuneration policy is structured broadly in line with those of other UK listed companies of a similar size and complexity, whilst seeking to avoid making unnecessary changes where this is not warranted. The Remuneration Committee has decided, as a matter of good corporate governance, to adhere to the requirements of the UK remuneration reporting regulations although, as a Jersey registered company, the Company is not technically required to do so. At the Company’s first annual general meeting on 5 May 2016, a shareholder resolution was passed approving the remuneration policy and any remuneration payments from that date will be consistent with the approved policy.

5.2 Base salary

Base salaries are reviewed annually with any increases taking effect from 1 January. The level of increases for executive directors take due account of the increases awarded to the workforce as a whole, as well as the performance of the Company and the individual, and the skills set and experience of the executive directors.

Base salaries for Dean Godwin, Spencer Daley and Philip Godley are £235,000, £165,000 and £165,000 per annum, respectively. The Remuneration Committee will next review base salary levels in 2017.

5.3 Pension and benefits

Whilst no pension contribution has been provided by the Company to date, the Remuneration Committee retains the flexibility to provide a pension contribution in future years. This may take the form of a contribution to a personal or Company-operated defined contribution pension plan or a cash allowance in lieu of pension.

197 A range of benefits are provided by the Company to Executive Directors that may include Group income protection insurance, life assurance and family private medical cover.

5.4 Annual Bonus Plan

Executive Directors and senior managers are eligible to participate in the Annual Bonus Plan (the “ABP”), operated in line with the remuneration policy approved by shareholders from time to time.

The annual bonus opportunity for executive directors for 2016 is 100 per cent. of base salary but is based on a sliding scale of very challenging adjusted PBT targets. Half of any bonus will be paid in cash and the other half will be deferred in shares for three years.

The key terms of the ABP are set out in paragraph 5.13 below.

5.5 Long-term incentives

The Board adopted the Sanne Group plc Performance Share Plan (the “PSP”) on 26 March 2015. This is the sole long-term incentive arrangement for executive directors and the Company and other senior managers and is operated in line with the remuneration policy approved by shareholders from time to time.

Under the PSP, awards are in the form of conditional free shares or nil cost options and are granted to the executive directors of the Company on an annual basis. The limit under the PSP rules on the face value of awards that can be made in any year to an individual is 150 per cent. of their base salary at the time of grant. The first awards to executive directors of the Company under the PSP were made in 2016, after the announcement of preliminary results for the financial year ended 31 December 2015 at a level of 100 per cent. of base salary.

The exercise of awards is conditional upon the achievement of one or more challenging performance targets set by the Remuneration Committee at the time of grant and measured over a three-year period. These are disclosed in the Directors’ Remuneration Report each year.

Selected senior managers also participate in the PSP on similar terms as those applying to the executive directors of the Company.

A summary of the principal terms of the PSP is set out at paragraph 5.12 below.

5.6 Recovery and withholding provisions

Recovery and withholding provisions (“clawback and malus”) may be operated at the discretion of the Remuneration Committee in respect of awards granted under the annual bonus plan and the PSP in certain circumstances (including where there has been a misstatement of accounts, an error in assessing any applicable performance condition, or in the event of misconduct on the part of the participant). Recovery and withholding provisions would apply if, within three years of the payment of a bonus and/or grant of a deferred bonus award, it is discovered that the bonus or award was granted to a greater extent than warranted as a result of a material misstatement of financial results, a miscalculation in the grant or assessment of performance conditions or where serious misconduct has been discovered.

5.7 Share ownership guidelines

Whilst the current executive directors of the Company have significant shareholdings in the Company, the Remuneration Committee wishes to ensure that a shareholding guideline is in place to cater for future executive directors of the Company who may not hold shares. Accordingly, the Remuneration Committee has adopted formal shareholding guidelines in order to encourage executive directors of the Company to build or maintain (as appropriate) a shareholding in the Company equivalent in value to 200 per cent. of salary.

At least half of vested PSP and deferred share bonus awards (after the sale of shares to cover associated personal tax liabilities) are expected be retained until the guideline is met.

198 5.8 Recruitment policy

The Company may agree, on the appointment of a new Executive Director, that any notice given by the Company will not expire prior to the first anniversary of the commencement date of the Executive Director’s appointment.

In setting the remuneration for a new Executive Director, the Remuneration Committee will take into account the calibre of the individual, market data and the remuneration arrangements for current Executive Directors. The remuneration package for a new Executive Director will be set in accordance with the Company’s approved policy.

In the case of an external hire, if it is necessary to buyout incentive pay or benefit arrangements which would be forfeited on leaving the previous employer, this would be provided for taking into account the form (cash or shares), timing and expected value (i.e. likelihood of meeting any existing performance criteria) of the remuneration being forfeited. The principle will be that any replacement awards will be of broadly comparable value to what the Executive Director has left behind. Replacement share awards, if used, may be granted using the Company’s existing share plans to the extent possible, although awards may also be granted outside of these schemes if necessary.

In the case of an internal hire, any legacy variable pay awarded in relation to the previous role will be allowed to pay out according to its terms of grant even if not awarded under the terms of this policy. Similarly, if an Executive Director is appointed following a merger or acquisition of another company, any legacy pay arrangements may be honoured.

Fees for newly appointed Non-Executive Directors will be set in line with the approved policy.

5.9 Termination policy

In the event of termination, service contracts provide for payments of base salary, pension and benefits only over the notice period. There is no contractual right to any bonus payment in the event of termination although in certain “good leaver” circumstances the Remuneration Committee may exercise its discretion to pay a bonus for the period of employment and based on performance assessed after the end of the financial year.

The default treatment for any share-based entitlements under the ABP and PSP is that any outstanding awards lapse on cessation of employment. However, in certain prescribed circumstances, or at the discretion of the Remuneration Committee ‘good leaver’ status can be applied. In these circumstances a participant’s awards vest subject to the satisfaction of the relevant performance criteria and, ordinarily, on a time pro-rata basis, with the balance of the awards lapsing.

5.10 Chairman and Non-Executive Director fee policy

The Company chairman and the other non-executive directors do not participate in any of the Company’s incentive arrangements or receive any pension provision. They do not receive any benefits but they may be reimbursed for the cost of travel or overnight accommodation and related expenses incurred in carrying out their duties which are deemed taxable by the relevant tax authority (including any personal tax due on such expenses).

The fees of the non-executive directors are set by the Board and the chairman’s fee is set by the Remuneration Committee (the chairman and the non-executive directors do not take part in any discussion of their own fees). Fees are reviewed periodically by reference to market levels and likely time commitment.

The chairman receives an annual fee of £120,000. This fee is inclusive of all committee roles.

The other non-executive directors receive a basic Board fee of £60,000, with additional fees of £10,000 payable for chairmanship of the Audit and Risk Committee, £5,000 payable for chairmanship of the Remuneration Committee and £5,000 payable for performing the role of Senior Independent Director.

199 5.11 Performance Share Plan and Annual Bonus Plan

To cater for discretionary incentive awards to selected employees, the Company has adopted the PSP and the ABP (together, the “Plans”).

The Plans were adopted by the Board on 26 March 2015.

The following paragraphs first describe the unique features of the PSP and ABP and then the features common to the Plans.

5.12 Principal Terms of the PSP

(A) Operation and Eligibility

The Remuneration Committee supervises the operation of the PSP. Any employee (including an executive director) of the Company and its subsidiaries will be eligible to participate in the PSP at the discretion of the Committee.

(B) Grant of awards under the PSP

The Remuneration Committee may grant awards to acquire shares as conditional share awards or as nil (or nominal) cost options. The Committee may also decide to grant cash- based awards of an equivalent value to share-based awards or to satisfy share-based awards in cash, although it does not currently intend to do so.

The Remuneration Committee may grant awards within six weeks following the Company’s announcement of its results for any period. The Committee may also grant awards at any other time when it considers there to be exceptional circumstances, which justify the granting of awards.

(D) Individual limit

An employee may not receive awards in any financial year over shares having a market value in excess of 150 per cent. of their annual base salary in that financial year. Current award levels are 100 per cent. of base salary.

Market value for such purposes shall be based on the market value of shares on the dealing day immediately preceding the grant of an award (or by reference to a short averaging period).

(E) Performance conditions

The exercise of awards is conditional upon the achievement of one or more challenging performance targets set by the Remuneration Committee at the time of grant and measured over a three-year period.

In determining the target range for any financial measures that may apply, the Committee ensures they are challenging by taking into account current and anticipated trading conditions, the long term business plan and external expectations.

Summary details of the performance conditions set for awards to executive directors of the Company are disclosed in the Remuneration Report section of the Company’s Annual Report and Accounts for the relevant financial year.

Performance periods will usually commence from the start of the financial year in which the award is made. No more than 25 per cent. of the relevant part of the award would vest for achieving the threshold level of performance. The Remuneration Committee retains the flexibility to vary the mix of metrics for each year’s award in light of the business priorities at the time or to introduce new measures to support the long-term business strategy.

200 (F) Vesting of awards

Awards granted to executive directors of the Company will vest normally on the third anniversary of grant or, if later, when the Remuneration Committee determines the extent to which any performance conditions have been satisfied. Awards granted to employees other than executive directors may vest earlier than three years. Where awards are granted in the form of options, these will then be exercisable up until the tenth anniversary of grant (or such shorter period specified by the Remuneration Committee at the time of grant) unless they lapse earlier. Shorter exercise periods shall apply in the case of “good leavers” and/or vesting of awards in connection with corporate events.

(G) Leaving employment

As a general rule, an award will lapse upon a participant ceasing to hold employment or be a director within the Company’s group.

However, where the individual is considered a ‘good leaver’ (in the event of death, injury, disability, retirement with the agreement of his employer, redundancy, or sale of employing company or business out of the Group or for any other reason at the discretion of the Committee) the Remuneration Committee may determine that such individual shall remain eligible for consideration for the payment of a prorated bonus on the normal payment date (or such earlier date the Remuneration Committee determines). No bonus will be payable for any period of notice not worked.

Any outstanding share awards held by a departing Executive Director will be treated in accordance with the relevant plan rules. The default treatment under the deferred element of the PSP is that any outstanding awards will lapse on cessation of employment.

However, in certain prescribed ‘good leaver’ circumstances (as set out above) and in any other circumstances at the discretion of the Remuneration Committee, PSP awards will vest at the normal vesting date unless the Remuneration Committee determines that they may vest earlier, from the date of cessation. The number of awards capable of being exercised will be determined by reference to the satisfaction of performance criteria and reduced pro rata.

(H) Dividend equivalents

The Remuneration Committee may decide that participants will receive a payment (either in cash or shares) to be made on vesting of awards by reference to the value of dividends paid during the period from grant to vesting.

(I) Recovery and Withholding

The Remuneration Committee may decide that the PSP’s recovery and withholding provisions shall apply if within three years of the vesting of an award it is discovered that the award vested to a greater extent than warranted as a result of a material misstatement in the Company’s financial results, an error in assessing any applicable performance condition and/or in the event of the discovery of pre-vesting gross misconduct.

The recovery and withholding may be satisfied by way of a reduction in the amount of any future bonus, subsisting award or future share awards and/or a requirement to make a cash payment.

5.13 Principal terms of the ABP

(A) Operation and Eligibility

The Remuneration Committee supervises the operation of the ABP. Any employee (including an executive director) of the Company and its subsidiaries will be eligible to participate in the ABP at the discretion of the Remuneration Committee.

201 (B) Overview

The ABP will provide a discretionary annual bonus framework for eligible employees to be awarded bonuses with or without a deferred share element.

For each financial year (if any) of the Company in relation to which the Remuneration Committee determines to operate the ABP it shall select one or more eligible individuals to participate in the ABP in respect of that year (the relevant bonus year).

In the event that an individual is selected part way through the relevant bonus year (for example, in the case of a joiner) the Remuneration Committee shall determine the number of months in respect of which such individual may participate in respect of that year.

(D) Terms of Bonus

The maximum potential bonus which may be awarded to a participant in respect of the relevant bonus year is determined by the Remuneration Committee and shall be expressed as a percentage of the participant’s annual base salary, not exceeding 100 per cent. or such higher maximum as the Remuneration Committee determines appropriate having regard to shareholder approved policy from time to time to the extent relevant.

(E) Performance targets

Before, or as soon as reasonably practicable after the start of the relevant bonus year, the Remuneration Committee sets the performance targets applying to the relevant bonus year, in line with the remuneration policy.

The performance targets comprises such objective and/or subjective targets as the Remuneration Committee determines appropriate.

Summary details of the performance target set for awards to executive directors of the Company are disclosed in the Remuneration Report section of the Company’s Annual Report and Accounts for the relevant financial year.

(F) Determination and payment of bonuses

Following the end of the relevant bonus year the Remuneration Committee determines performance against the performance targets set for the relevant bonus year, whether or not any bonuses shall be paid in respect of that year and the amount of bonus payable (if any) to participants.

Any bonuses under the ABP are entirely at the discretion of the Remuneration Committee.

Subject to treatment of good leavers (see below), a bonus shall only be payable (if any) to a participant if they remain employed on the proposed payment date of the relevant bonus and they are not serving notice (given or received) or subject to disciplinary proceedings (grievance, capability procedures or similar).

Save for a determination to defer some or all of a bonus in the form a deferred share award (see below) bonus shall be payable in cash.

(G) Leaving employment during the relevant bonus year

As a general rule, the opportunity to receive a bonus in respect of the relevant bonus year will lapse upon a participant ceasing to hold employment or to be a director within the Company’s group.

However, if the participant ceases to be an employee or a director within the Company’s group because of his death, injury, disability, retirement, redundancy, his employing company or the

202 business for which he works being sold out of the Company’s group or in other circumstances at the discretion of the Remuneration Committee, then the Remuneration Committee may determine that such individual shall remain eligible for consideration for the payment of a pro-rated (or otherwise) bonus on the normal timetable (or at such earlier date as the Remuneration Committee determines).

(H) Grant of deferred share bonus awards under the ABP

At its discretion the Remuneration Committee may determine that some or all of a bonus otherwise payable under the ABP shall be deferred under the ABP in the form of a deferred share award.

The Remuneration Committee may grant deferred share awards to acquire shares as conditional share awards or as nil (or nominal) cost options. The Remuneration Committee may also decide to grant cash-based awards of an equivalent value to deferred share awards or to satisfy deferred share awards in cash, although it does not currently intend to do so.

(I) Timing of grants

The Remuneration Committee may grant deferred share awards within six weeks following the Company’s announcement of its results for any period or the date on which bonuses are determined. The Remuneration Committee may also grant deferred share awards at any other time when it considers there to be exceptional circumstances, which justify the granting of such awards.

(J) Vesting of deferred share awards

The normal vesting date for deferred share awards will be the third anniversary of grant (or such other normal vesting date (or dates in respect of distinct portions) as the Remuneration Committee may specify).

Vesting will ordinarily be dependent on the participant still being employed in the Company’s group.

Where deferred share awards are granted in the form of options, these will then be exercisable up until the tenth anniversary of grant (or such shorter period specified by the Remuneration Committee at the time of grant) unless they lapse earlier. Shorter exercise periods shall apply in the case of “good leavers” and/or vesting of deferred share awards in connection with corporate events.

(K) Leaving employment

As a general rule, a deferred share award will lapse upon a participant ceasing to hold employment or to be a director within the Company’s group.

However, if the participant ceases to be an employee or a director within the Group because of his death, injury, disability, retirement, redundancy, his employing company or the business for which he works being sold out of the Group or in other circumstances at the discretion of the Remuneration Committee, then his deferred share award will vest on the date of cessation (or such later date as the Remuneration Committee determines) to such extent (which may include the full extent of the award) as the Remuneration Committee determines appropriate.

(L) Dividend equivalents

The Committee may decide that participants will receive a payment (in cash and/or shares) on or shortly following the satisfaction of their deferred share awards of an amount equivalent to the dividends that would have been paid on those shares between the time when the deferred share awards were granted and the time when they vest. This amount may assume the reinvestment of dividends.

(M) Recovery and Withholding

203 The Remuneration Committee may decide that the ABP’s recovery and withholding provisions shall apply if within three years of the payment of a bonus and/or grant of a deferred bonus award (as relevant) it is discovered that the bonus/award was granted to a greater extent than warranted as a result of a material misstatement in the Company’s financial results, an error in assessing any applicable bonus condition and/or in the event of the discovery of gross misconduct before the payment of a bonus or grant of an award. The recovery and withholding may be satisfied by way of a reduction in the amount of any future bonus, subsisting award or future share awards and/or a requirement to make cash payment.

5.14 Principal terms common to the Plans

(A) Life of Plans

Share based awards may not be granted more than 10 years after the date on which the Plans were adopted.

No payment is required for the grant of an award.

Awards are not transferable, except on death in the case of share based awards. Awards are not pensionable.

(B) Participants’ rights

Share based awards under the Plans will not confer any shareholder rights until the awards have vested or the options have been exercised as relevant and the participants have received their Shares.

Any shares allotted will rank equally with shares then in issue (except for rights arising by reference to a record date prior to their allotment).

(D) Variation of capital

In the event of any variation of the Company’s share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the shares, the Remuneration Committee may make such adjustment as it considers appropriate to the number of Shares subject to a share based award.

(E) Overall limits as to use of new shares and treasury shares

The Plans may operate over new issue shares, treasury shares or shares purchased in the market.

In any ten calendar year period, the Company may not issue (or grant rights to issue) more than 10 per cent. of the issued ordinary share capital of the Company under the Plans and any other (executive or otherwise) share incentive plan adopted by the Company.

Furthermore, in the same period as noted above, the Company may not issue (or grant rights to issue) more than 5 per cent. of the issued ordinary share capital of the Company under the Plans and any other executive share plan adopted by the Company.

Treasury shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they need not count.

Shares issued or to be issued under awards or options granted before Admission of the Consideration Shares will not count towards these limits.

(F) Alterations

204 The Remuneration Committee may, at any time, amend the Plans in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of shares or the transfer of treasury shares, the basis for determining a participant’s entitlement to, and the terms of, the shares or cash to be acquired and the adjustment of awards.

The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group. Shareholder approval will also not be required for any amendments to any performance condition applying to an award amended in line with its terms.

(G) Overseas plans

The Plans allow the Remuneration Committee or Board as relevant to establish further plans for overseas territories, any such plan to be modified to take account of local tax, exchange control or securities laws, provided that any shares made available under such further plans are treated as counting against the limits on individual and overall participation in the relevant Plans.

(H) Employee Benefit Trust

The Company has established an employee benefit trust (“EBT”) which may acquire Ordinary Shares and shall be entitled to hold or distribute them in respect of share options and awards granted pursuant to the Plans from time to time. The EBT will not without prior shareholders approval, acquire Ordinary Shares which would cause its holding to exceed 5 per cent. of the Ordinary Shares in issue.

The EBT will be an offshore trust and the trustees will buy shares on the market or subscribe for them. It is intended that the EBT will be funded by way of loans and other contributions from the members of the Group.

6 Interests in Ordinary Shares

6.1 Directors’ and senior management’s interests

As at the Latest Practicable Date and as expected to be immediately following the Admission of the Capital Raising Shares and Admission of the Consideration Shares respectively, the interests (all of which are beneficial) of the Directors and members of the senior management and their immediate families (including any interest known to that Director or which could with reasonable diligence be ascertained by him or any person connected with a Director within the meaning of section 252 to 255 of the Companies Act) in the Company’s issued ordinary share capital are or are expected to be as follows:

Name: Number of Percentage of Number of Number of Percentage of Number of Percentage of Ordinary Ordinary Capital Raising Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Shares: Shares: Shares intended after Admission after Admission after Admission after Admission to be of Capital of Capital of the of the subscribed for: Raising Shares Raising Shares Consideration Consideration (1): (1): Shares (2): Shares (2):

Dean Godwin 2,128,766 1.84 - 2,182,766 1.58 2,182,766 1.51

Spencer Daley 1,047,194 0.90 - 1,047,194 0.78 1,047,194 0.74

Philip Godley 1,728,838 1.49 - 1,728,838 1.28 1,728,838 1.23

Rupert Robson 12,500 0.01 2,082 14,582 0.01 14,582 0.01

Andrew Pomfret 50,000 0.04 3,333 53,333 0.04 53,333 0.04

Nicola Palios 5,000 0.00 832 5,832 0.00 5,832 0.00

Note:

205 1 Assuming that (i) all of the Capital Raising Shares in relation to the Capital Raising are issued; and (ii) that no further Ordinary Shares are issued as a result of the exercise of any options over Ordinary Shares between the Latest Practicable Date and Admission of the Capital Raising Shares;

2 Assuming that (i) all of the New Ordinary Shares in relation to the Capital Raising and the Acquisition are issued; and (ii) that no further Ordinary Shares are issued as a result of the exercise of any options over Ordinary Shares between the Latest Practicable Date and Admission of the Consideration Shares.

The following table sets out details of the share awards under the Sanne Group plc Performance Share Plan held by the Directors and members of the senior management as at the close of business on the Latest Practicable Date:

Director/senior manager Description Awards outstanding as at the Latest Practicable Date Dean Godwin 2016 Sanne Group plc Performance 66,192 Share Plan award Spencer Daley 2016 Sanne Group plc Performance 46,475 Share Plan award Phil Godley 2016 Sanne Group plc Performance 46,475 Share Plan award Mark Shaw 2016 Sanne Group plc Performance 9,506 Share Plan award Kate Windall 2016 Sanne Group plc Performance 19,012 Share Plan award David Oliver 2016 Sanne Group plc Performance 19,012 Share Plan award Andrew Goodyear 2016 Sanne Group plc Performance 8,098 Share Plan award Martin Schnaier 2016 Sanne Group plc Performance 34,856 Share Plan award Zena Couppey 2016 Sanne Group plc Performance 34,856 Share Plan award Steve Sokic 2016 Sanne Group plc Performance 33,342 Share Plan award Dan McKeon 2016 Sanne Group plc Performance 9,506 Share Plan award

6.2 Significant Shareholders

As at the Latest Practicable Date, the Company is aware of the following persons (other than any Director or member of senior management) (i) who are or will be interested, directly or indirectly, in three per cent. or more of the Company's issued share capital, and (with the exception of Liontrust Asset Management), (ii) who intend to subscribe in the Capital Raising:

Shareholder Number of Percentage of Number if Capital Number of Percentage of Percentage of Ordinary Shares Ordinary Shares Raising Shares Ordinary Shares Ordinary Shares Ordinary Shares intended to be following following following subscribed for Admission of the Admission of the Admission of Capital Raising Capital Raising Consideration Shares Shares Shares

206 Standard Life 16,624,213 14.37 2,808,387 19,432,600 14.39 13.80 Investments

Liontrust Asset 15,295,645 13.22 - 15,295,645 11.33 10.86 Management

Aviva Investors 8,845,552 7.64 1,993,351 10,838,903 8.03 7.70

Wellington 5,780,259 4.99 1,527,066 7,307,325 5.41 5.19 Management Company

BlackRock 4,915,440 4.25 1,312,268 6,227,708 4.61 4.42 Investment Management

Old Mutual Global 4,777,415 4.13 1,263,679 6,041,094 4.47 4.29 Investors

Royal London 3,864,990 3.34 695,758 4,560,748 3.38 3.24

Hargreave Hale 3,803,979 3.29 1,358,821 5,162,800 3.82 3.67

As at the Latest Practicable Date and to the extent known to the Company, the following Shareholders intend to subscribe for more than five per cent. of the Capital Raising Shares:

Name: Number of Percentage of Number of Percentage of Ordinary Shares: Ordinary Shares: Ordinary Shares Ordinary Shares following following Admission of the Admission of the Capital Raising Capital Raising Shares (1): Shares (1):

Standard Life Investments 16,624,213 14.37 19,432,600 14.39

Aviva Investors 8,845,552 7.64 10,838.903 8.03

Wellington Management 5,780,259 4.99 7,307,325 5.41 Company

BlackRock Investment 4,915,440 4.25 6,227,708 4.61 Management

Old Mutual Global Investors 4,777,415 4.13 6,041,094 4.47

Hargreave Hale 3,803,979 3.29 5,162,800 3.82

Notes:

1 Assuming that (i) all of the Capital Raising Shares in relation to the Capital Raising are issued; (ii) that no further Ordinary Shares are issued as a result of the exercise of any options over Ordinary Shares between the Latest Practicable Date and Admission of the Capital Raising Shares; and (iii) these Shareholders participate in the Capital Raising to the extent known to the Company.

207 6.3 Save as disclosed in paragraphs 6.1 and 6.2 above, the Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

6.4 The persons, including the Directors and members of the senior management, referred to in paragraphs 6.1 and 6.2 above do not have voting rights that differ from those of other Shareholders.

6.5 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

6.6 No Director has any interest in any transactions which are or were unusual in their nature or conditions or which are or were significant to the business of the Group and which were effected by any member of the Group in the current or immediately preceding financial year or which were effected during an earlier financial year and which remain in any respect outstanding or unperformed.

6.7 The details of those companies and partnerships outside the Group of which the Directors and members of senior management are currently directors or partners, or have been directors or partners at any time during the previous five years prior to the date of this document, are as follows:

Rupert Robson

Rupert Robson: Current Appointments Former appointments held in the previous five years

Tullett Prebon plc OJSC Nomos Bank

EMF Capital Partners Silkroutefinancial Group

ExtraVert Ltd EMF Capital (UK) Limited (formerly Silkroutefinancial (UK) Limited)

Savills PLC Charles Taylor plc

Tullett Prebon Pension Scheme Sherborne School for Girls

Sanne Group plc Sherborne School

London Metal Exchange / LME Holdings Ltd

ExtraVert Gardens LLP

Dean Godwin

Dean Godwin: Current Appointments Former appointments held in the previous five years

None Lincoln Management Company Inc.

22 Kingsway Limited

Aegean I (Jersey) Limited

AIMPE & Management Limited

Albis C C (Jersey) Limited

Alcazar Finance Limited

Alces Capital No. 1 Limited

208 Dean Godwin: Current Appointments Former appointments held in the previous five years

Alma Mater Limited

Amatra Investments Limited

Andrea Investments (Jersey) PCC

Anthracite Balanced Company

(JR-58) Limited

Apex Portfolios Limited

Arkle Finance Trustee Limited

Arran Funding Limited

Arran Holdings Limited

ASIF III (Jersey) Limited

Atacana Limited

Aurelius Limited

BAWAG P.S.K. Jersey Capital Limited

Berenice Limited

Betsen CDO Limited

BI II Investments Limited

Bilford Limited

Birdland Limited

Bluehole Limited

Boats Investments (Jersey) Ltd

Borealis Financial Services Limited

Bougainvillea Limited

Boxthorn Limited

Bradford & Bingley Capital Funding (Jersey) Limited

British Airways Holdings Limited

Burgan Finance No.1 (Jersey) Limited

Campione Funding Limited

Capriccio Limited

Capucini Limited

Carnuntum High Grade I Limited

Onyx Finance Limited

CRV Finance (Jersey) Limited Cyllene Limited

Defined Investments PCC

Defined Investments PCC: Income Investment 1 PC

Defined Investments PCC: Navigator 1 PC

Defined Investments PCC: Series 2009-04 PC

Defined Investments PCC: Series 2009-05 PC

209 Dean Godwin: Current Appointments Former appointments held in the previous five years

Defined Investments PCC: Series 2009-06 PC

Defined Investments PCC: Series 2009-07 PC

Defined Investments PCC: Series 2009-08 PC

Defined Investments PCC: Series 2009-09 PC

Defined Investments PCC: Series 2009-10 PC

Defined Investments PCC: UK Balanced Sector 2 PC

Deka Jersey One Limited

Delamare Cards Funding 1 Limited

Delamare Cards Funding 2 Limited

Delamare Cards Receivables Trustee Limited

Delonix Limited

Dolerite Holdings Limited

Dolerite Holdings No. 2 Limited

Dunyard Funding Limited

Eastasset Limited

ECF Jersey (No 1) IC

ECF Jersey (No 1) ICC

ECF Jersey (No 2) IC

ECF Jersey (No 2) ICC

ECF Jersey (No 3) IC

ECF Jersey (No 3) ICC

Edelweiss Auto Funding Limited

Eliopee Limited

Eriopis Limited

Euroaforro Investments (Jersey) Limited

European Capital Investment Opportunities Limited

Expoil Limited Finezzo Limited

Fixed Income Diamond Collection Limited

General Funding Limited

Harewood (Jersey) Ltd

Heraclia Limited

Home Park Capital Limited Huahine Limited

Hyacinth Limited

Hypo Alpe – Adria (Jersey) Limited

Incredo (Jersey) Limited

Investkredit Funding II Limited

Investkredit Funding Limited

210 Dean Godwin: Current Appointments Former appointments held in the previous five years

Iona CDO I Limited Jeroboam Limited

John Hancock Global Funding Limited

Kingsbridge Capital Investments Limited

Leckwith 1 Limited (liquidated)

Leckwith 2 Limited (liquidated)

Livanto Limited

LOGO Securities Limited

Luminar Jersey GP Limited

M & M Finance Company Limited

Magnolia Finance Limited

Magnolia Funding Limited

Mathusalem Limited

Maupiti Limited Mayan Limited

MCP Capital Management Holdings Limited

MCP Capital Management Limited

Mermeros Limited

Metlife Of Connecticut Institutional Funding Limited

Mogador Limited

Mojave Limited

Mont Blanc Finance Limited

Mont Blanc Jersey Limited

Morgan Stanley (Jersey) Limited

Mysore Limited

NIAM V Jersey Limited

Norica Investments Limited

Northern Capital Investment Opportunities Limited

OMVIF Co Limited

OMVIP Co Limited Pandora Limited

Pascal Solutions Limited

Peacock Limited

Percolin Limited

Polo III – CP Finance Limited

Polo Securities II Limited

Portland Capital Limited

Prelude Europe CDO Limited

PREMIUM Finance CDO Limited

PREMIUM Finance II CDO Limited

211 Dean Godwin: Current Appointments Former appointments held in the previous five years

Purple Limited

Quartz Finance Ltd – Series 2001-1

Quartz Finance Ltd – Series 2001-2

Quartz Finance Ltd – Series 2001-3

Ramper Investments (Jersey) Limited Red Oak Limited

Red Oak Limited

Rosetta Finance Limited

Rosewood Limited

Rossini Limited

Rubens CDO I Limited

Sanddune Limited

Saudi Oger Jersey Limited

Savini Limited

Seafront Limited

Securitisation of Catalogue Assets Limited

Securitisation of Catalogue Assets Receivables TL

Silverstone Finance Trustee Limited

Sistan Limited

Skye CLO I Limited Solar Funding II Limited

Solentis Investment Solutions 001 PC

Solentis Investment Solutions 002 PC

Solentis Investment Solutions 003 PC

Solentis Investment Solutions 004 PC

Solentis Investment Solutions 005 PC

Solentis Investment Solutions 006 PC

Solentis Investment Solutions 007 PC

Solentis Investment Solutions 008 PC

Solentis Investment Solutions 009 PC

Solentis Investment Solutions PCC

Solitaire Funding Limited

Alces Capital No. 2 Limited

Alte Liebe 1 Limited

Bishopsgate CDO Limited

Carinthia I Limited

Carinthia II Limited

Catmosphere Limited

212 Dean Godwin: Current Appointments Former appointments held in the previous five years

Catpricorn Limited

CypressTree Synthetic CDO Limited

Eiffel CDO Limited

Erste Capital Finance (Jersey)

Erste Capital Finance (Jersey) PCC

Erste Finance (Jersey) (3) Limited

Erste Finance (Jersey) (5) Limited

Experian Finance (Jersey) Limited

FHH Immobilienfonds Nr.2 Limited

Fiorente Funding Limited

Granite Finance Trustees Ltd

Helie Finance Limited

Horizon Transformer Limited

Hypo Vorarlberg Capital Finance (Jersey) Ltd (liquidated)

Indicant Acquisitions Limited (formerly Rileys Acquisitions)

Indicant Equity Limited (formerly Rileys Equity Limited)

Isar Capital Funding I Limited

Leckwith 1 Limited

Leckwith 2 Limited

Mainsail CDO I Limited

NAC Holdings Ltd

Nassya Limited

Opus CDO I Limited

Paul Picasso Holdings Limited

PRIME 2 Limited

PRIME General Partner Limited

Radburn Limited

RI Finance (Jersey) PCC

RI Finance Cell 1 PC

RI Finance Cell 2 PC

RZB Finance (Jersey) IV Limited

Selecta CDO Limited

SGAM Private One Ltd

SieFunds Holdings Ltd.

South Gyle Receivables Trustee Limited

Staithes Limited

213 Dean Godwin: Current Appointments Former appointments held in the previous five years

Standard Commodities Limited

State Street (Jersey) Limited

State Street Administration Services (Ireland) Limited

State Street CP Services (Jersey) Limited

State Street Investment Holdings (Jersey) Limited

State Street Secretaries (Jersey) Limited

State Street Secretaries (UK) Limited

State Street Services (Jersey) Limited

State Street Trustees (Jersey) Limited

Swedish Consumer Credits No. 1 Ltd

Symphony II PCC

Takhini Limited

Tempo CDO 1 Limited

Terra Finance 1 Limited

Terra Finance 2 Limited

Terra Finance 3 Limited

Tesco Corporate Services (Jersey) Limited

The Eclipse Fund Limited

Throgmorton Holdings Limited

Tier 1 PC

Top Renda Limited

Trevelyan Limited

Trident Participations Limited

Trident Securities Limited

Triplas III Limited

Triplas IV Limited

Turton Limited

Verdi Limited

Viking Capital PCC

Vivalto Limited

Voluto Limited

VTB-Leasing Sukuk Limited

Wharfedale II Limited

Wharfedale III Limited

Whinstone 2 Capital Management Limited

Whinstone Capital Management Limited

214 Dean Godwin: Current Appointments Former appointments held in the previous five years

Whitesands Limited

WTI Financial & Credit Services Ltd

Sanne Group (UK) Limited

Sanne Trustee Company UK Limited

Autoskip Limited

Amber Finance Limited

Anthracite Rated Investments (Jersey) Limited

Argentina Synthetic Sovereign

Investments (Jersey) Limited

Astrian Limited

Belford Limited

C&KR Receivables Limited

CHESS II Limited

CHESS Limited

Claris 2 Limited

Claris III Limited

Claris IV Limited

Claris Limited

CRH Capital Limited

CRH Poland Financing Limited

CRH Finance Jersey Limited

Fosse Trustee Limited

Gigha Limited

Jura Limited

MCP Capital Management Holdings Limited

MCP Capital Management Limited

ProPart Funding 2005-1 Limited

ProSecure Funding Limited

Quartz Finance Limited

Safe One Limited

Solitaire Funding Limited

Strantia Limited

Anthracite Rated Investments (Jersey) Limited

Langton Mortgages Trustee Limited

Main Capital Funding II Limited

Main Capital Funding Limited

Plemont Portfolio Managers Limited

215 Dean Godwin: Current Appointments Former appointments held in the previous five years

Cypresstree Synthetic CDO Limited

Eiffel CDO Limited

PREMIUM Finance

Premium Finance II

Spencer Daley

Spencer Daley: Current Appointments Former appointments held in the previous five years

Tyrell Property Holdings Limited State Street (Guernsey Limited)

Notre Reve Holdings Limited

Clifton Limited

Philip Godley

Philip Godley: Current Appointments Former appointments held in the previous five years

Cross Step Limited Alcentra ECOF Sarl

Cross Step Investment Holding Limited Alcentra European DLF Sarl

La Crabiere Land Limited Alcentra MS Sarl

Global High Grade CLO Debt Fund PCC Limited Alcentra UK DLF Sarl

Alie I Limited

Almack II Unleveraged SA

Almack III S.A

Almack S.A.

AMRAH Global Opportunities Fund Limited

Arztliche Beteiligungsgesellschaft

Argentum Capital SA

Asbury Park Sarl

AshCap Investment Properties Limited

Ashley House Limited

ATAR Investments (Jersey) Limited

Avant Ireland Holdings SARL

Avant Ireland Property SARL

Avant Tarjeta H1 Sarl

Avant Tarjeta S1 Sarl

Blue Post Property Limited BREDS II (Luxco) SA

BTAR Investments (Jersey) Limited

Burnaby GP Limited

CAIC Investments Limited

216 Philip Godley: Current Appointments Former appointments held in the previous five years

Capmark EI Jersey Holdings Limited

Cardiff Investment Properties Limited

Carthage Investment Properties Limited

CCPEOF Luxembourg

Citadel Mainstay Investments Sarl

Claudius Limited

Clouse SA

Edison Park Holdings Ltd Ednarts Investments Sarl

EMIDAG Investments (Jersey) Limited

ERED Harbour Sarl

Euro Red SA

EuroaforroMais Investments (Jersey) Ltd

Europa Mezzanine Finance Sarl

Europa Mezzanine Holding Sarl

European Real Estate Debt II Sarl

European Real Estate Debt Sarl

European Real S.A.

European Special Opportunities Credit Co

Exelixi Limited

Fajr Capital Incentive Plan GP Ltd

Feil Investments SA

Fracciona Holdings Sarl

Fracciona Sarl

Gapel Investments Sarl

Gemini Oil & Gas GP III Ltd

Gerona Holdings Sarl

Gerona Securitization Sarl

Gladius 1 S.a.r.l

Gladius 2 S.a.r.l

GlennMAC Limited

GO MW Loan Sarl

Golden Tree European Select Management

Golden Tree European Select Opportunities

Goodman Finance (Jersey) Ltd Goodman Funding (Jersey) Ltd

Goodman Harthills (Jersey) Ltd

Goodman Holdings (Jersey) Ltd

217 Philip Godley: Current Appointments Former appointments held in the previous five years

Goodman Office (Jersey) Limited Goodman

Property Holdings (Jersey) Ltd

Goodman UAE (Jersey) Ltd GreenOak UK Secured Lending Sarl

Hermes Real Estate Senior Debt Fund Sarl

Hermes Real Estate Senior Debt Holdings

Holter Investments SA

Honeywell Poole Holdings Limited

Houndhill Investment Properties Limited

Hunt UK Realty Partners Jersey Limited

IA Capital Structures SA Industrielle Pensions Beteiligungsgesell Infrastrukturelle Beteiligungsgesellscha Insight Securities S.A.

Ivybridge Investment Properties Limited

Jasmine Securitization Sarl

Lane Lux Holdings Sarl

Las Rozas Funding Securitisation Sarl

Las Rozas Funding TopCo Securitization

Logi Holdings Sarl

Logi Holdings Sub Sarl

LREDS II (LBF) S.A.

M&G Real Estate Debt Fund 2 Co Sarl

M&G Real Estate Debt Fund 3 Co Sarl

M&G Real Estate Finance 3-B co. Sarl

MBVCF1 General Partner Limited

MCP Private Capital Fund II CI GP Sarl

MCP Private Capital Fund II GP Sarl

NAC Investments Limited

North Shields Financing Ltd North Shields Holdings Limited

North Shields Investment Properties Ltd

Northeast Loans SARL Oberhausen Sarl

Oracle Real S.A.

Paramount Group Real Estate Investments

Polychord SA

Port Credit Harbour No. 1 Limited

Poupanca Plus Investments (Jersey) Ltd

Prosit Limited

218 Philip Godley: Current Appointments Former appointments held in the previous five years

Quality Sports II Jersey GP Limited

Quality Sports Investments Fund G.P. Ltd

Quality Sports IV Jersey GP Limited

Quality Sports Jersey GP Limited RE Debt Strategy II SA

RE Debt Strategy SA

Roadmap Investments Sarl

Sail Finance S.A.

SAPIO 46 Management Ltd

Saturn Real S.A.

Saxon Sarl

Saxony Acquisition Sarl

Select Insurance Policy Holding (Jersey)

Sherlock Limited Sunderland Inv Props Ltd

The River Sarl

Thorpe Park Investment Properties Ltd

Tritone Sarl

Vedanta Jersey Investment Limited

Vega Holdings Sarl

Watchmoor Estates Ltd

Watchmoor Investment Properties Ltd

Winterford Ltd

WMC Securitisation SA

Xanadu Lux Holdings Sarl

ESO InvestCo 1 SARL

ESO InvestCo 2 SARL

ESO Management (Luxembourg) II SARL

ESO Management (Luxembourg) SARL

Oberon Credit Investment I SA

Oberon GP Sarl

Red Lion Marine Sarl

Andrew Pomfret

Andrew Promfret: Current Appointments Former appointments held in the previous five years

ICG Enterprise Trust Plc (formerly Graphite Enterprise Rathbone Brothers Plc Trust PLC)

Aberdeen New Thai Investment Trust PLC Rathbone Investment Management Limited

Old Mutual Wealth Management Ltd Rathbone Nominees Limited

219 Andrew Promfret: Current Appointments Former appointments held in the previous five years

Interactive Investor PLC Rathbone Trust Company Limited

ASDL Residents Property Management Limited Rathbone Unit Trust Management Limited

Wealth Management Association Limited Rathbone Pension and Advisory Services Limited

Milton Microcap Investment Trust plc Beazley plc

Bezley Furlonge Limited

Arcticstar Limited

Crennaco Limited

Parthian Limited Riverbury Limited

Dean River Asset Management Limited

Temple Quay Pension Trustees Limited

Nicola Palios

Nicola Palios: Current Appointments Former appointments held in the previous five years

MP Corporate Solutions Limited Alcamy Properties Limited

Tranmere Rovers Football Club Limited

Alcamy Holdings Limited

British Rowing Limited

Voxsmart Limited

States of Jersey Development Company Limited

Riverhill 2016 Limited

Tranmere Rovers in the Community Limited

Daniel McKeon

Daniel McKeon: Current Appointments Former appointments held in the previous five years

None Goodman Holdings (Jersey) Ltd

AMRAH Global Opportunities Fund Limited

Almack III S.A

Argentum Capital Limited

Al Haditha Real Estate Ltd

Absolute Investment Opportunity Limited

Absolute Investment Opportunity III Ltd

Absolute Investment Opportunity IV Ltd

Absolute Investment Opportunity V Ltd

BTAR Investments (Jersey) Limited

Curo Sterling Manager Limited

220 Daniel McKeon: Current Appointments Former appointments held in the previous five years

CG Cutlers Gardens (Jsy) Limited

CG Cutlers Gardens (Jsy) 2 Limited

CG Courtyard (Jsy) Limited

CG Shield House (Jsy) Limited

Carthage Investment Properties Limited

China Assets Portfolio Limited (BVI)

China Assets Portfolio Limited (HK)

Boston Value Partners Limited

CRF Portfolio Limited

Dropmore Park Estate (Jersey) Ltd

EMIDAG Investments (Jersey) Limited

EuroaforroMais Investments (Jersey) Ltd

Eland House (No.1) Limited

Eland House (No.2) Limited

Exelixi Limited

Frontier IM (Jersey) Limited

Goodman Harthills (Jersey) Ltd

Goodman UAE (Jersey) Ltd

Golden Tree European Select Opportunities

Golden Tree European Select Management

Gemini Oil & Gas GP III Ltd GI Investments Limited

HB Reavis IM Advisor Limited

Lumina Real Estate Capital Special GP

Marble Arch Holdings Ltd

Goodman Finance (Jersey) Ltd

Goodman Property Holdings (Jersey) Ltd

Goodman Office (Jersey) Limited

MARS Alternatives ICC

MARS Emerging Markets Opportunities IC

MARS Capital Funds ICC

MARS Emerging Markets Value Recovery

Monte Rosa Investment Fund IC

MBVCF1 General Partner Limited

NR Nordic & Russia Properties II Limited

NAC Investments Limited

NeoMed V (MLP) Limited

NeoMed Innovation V Limited

221 Daniel McKeon: Current Appointments Former appointments held in the previous five years

New Kings Road (Jersey) No 1 Ltd

Lancaster LREC Limited

NewRiver Trustee 1 Limited

NewRiver Trustee 2 Limited

Oberhausen Sarl

Opto Investment Partners Limited

Poupanca Plus Investments (Jersey) Ltd

Independent Port Capital Management Ltd

Port Credit Harbour No. 1 Limited

Pike Nominee Limited

Pike General Partner 1 Limited

PA Trustee (Jersey) 2 Limited

PAG Asia Loan Management Limited

PAG Asia Loan Feeder Management Limited

PAG Asia Loan Feeder II Management Limited

PAL GP I Limited

PAL GP II Limited

PA Macro Opportunity III Limited

PA Bloom Opportunity Limited

PA Bloom Opportunity III Limited

PA Bloom Opportunity IV Limited

PA Bloom Opportunity V Limited

PA Bloom Opportunity VI Limited

PA Bloom Opportunity VII Limited

PA Bloom Opportunity VIII Limited

PA Bloom Opportunity IX Limited

PA Bloom Opportunity X Limited

PACL I Limited

PACL I Limited (HK)

Pacific Alliance Special Sits Mgt Ltd

Pac Alliance Spec Sit Feed Fund Mgt Ltd

PAIM GP I Limited

PAIM GP II Limited

PAG Asset Portfolio VII Limited

PAG Asia Special Situations Limited

PA Worldwide Opportunity Limited

PA Worldwide Opportunity VIII Limited

222 Daniel McKeon: Current Appointments Former appointments held in the previous five years

PAG Portfolio Limited

PA International Opportunity Limited

PA International Opportunity V Limited

PA Economic Opportunity VIII Ltd (BVI)

PA Glory Opportunity IV Limited

PA Glory Opportunity V Limited

PA Glory Opportunity VI Limited

PA Glory Opportunity VII Limited

PA Glory Opportunity VIII Limited

PA Glory Opportunity IX Limited

PA Glory Opportunity X Limited

PA Mega Opportunity Limited

PA Mega Opportunity II Limited

PA Mega Opportunity III Limited

Quality Sports Jersey GP Limited

Quality Sports II Jersey GP Limited

Quality Sports Investments Fund G.P. Ltd

Burnaby GP Limited

Quality Sports IV Jersey GP Limited

Select Insurance Policy Holding (Jersey)

Sherlock Limited

SRE Cumberland GP Ltd

SAPIO 46 Management Ltd

Secured Properties Portfolio Limited

Secured Global Opportunity Limited

White Peak Limited

White Peak Holdings Limited

WP Linyi (Jersey) Ltd

Wainbridge Capital Ltd

WP Four (Jersey) Ltd

WP II Five (Jersey) Ltd

White Peak II Limited

WP II Six (Jersey) Ltd

WP II Seven (Jersey) Ltd

White Peak Holdings II Limited

WP II One (Jersey) Limited

WP II Two (Jersey) Limited

223 Daniel McKeon: Current Appointments Former appointments held in the previous five years

WP II Three (Jersey) Limited

Camkids Group plc

MW30 Limited

CHIS 1 Limited

CHIS 1A Limited

CHIS 2 Limited

CHIS 2A Limited

CHIS 3 Limited

CHIS 3A Limited

CHIS 4 Limited

CHIS 4A Limited

CHIS 5 Limited

CHIS 5A Limited

CHIS 9A Limited

CHIS 9B Limited

CHIS 10A Limited

CHIS 10B Limited

CHIS 11A Limited

CHIS 11B Limited

CHIS 12 Limited

CHIS 12A Limited

CHIS 6 Limited

CHIS 6A Limited

CHIS 7 Limited

CHIS 7A Limited

Appleby Fund Administrators (Jersey) Limited

Stockport Retail Trustee No 1 Limited

Stockport Retail Trustee No 2 Limited

Stockport Retail (Jersey) Limited

Rhombus No.2 Limited

Rhombus No.4 Limited

Phoenix Spree Deutschland Limited

Phoenix Spree Deutschland I Limited

Phoenix Spree Deutschland II Limited

Phoenix Spree Deutschland III Limited

Phoenix Spree Deutschland IV Limited

Phoenix Spree Deutschland V Limited

224 Daniel McKeon: Current Appointments Former appointments held in the previous five years

Phoenix Spree Deutschland VI Limited

Phoenix Spree Deutschland VII Limited

Phoenix Spree Deutschland IX Limited

Claudius Limited

CAIC Investments Limited

CG Shield House (Jsy) 2 Limited

Goodman Leicester (Jersey) Ltd – TERMINA

PA Trustee (Jersey) Limited

Rhombus No.1 Limited

Mark Shaw

Mark Shaw: Current Appointments Former appointments held in the previous five years

None None

Kate Windall

Kate Windall: Current Appointments Former appointments held in the previous five years

None None

Andrew Goodyear

Andrew Goodyear: Current Appointments Former appointments held in the previous five years

Beech Vale Limited None Trinity Developments Limited

David Oliver

David Oliver: Current Appointments Former appointments held in the previous five years

None None

Zena Couppey

Zena Couppey: Current Appointments Former appointments held in the previous five years

GAHC3 U.K. Senior Care Holding Limited Almacantar Private Trustee Company (No 2) Limited

Orchard St Albans Housing Portfolio Limited Almacantar Private Trustee Company Limited

Abacus Land 1 (Propco 1) Limited AG Leinster Square ( Jersey ) Limited

Abacus Land 1 (Propco 2) Limited AREIM Holding Limited

Abacus Land 4 (GR1) Limited AREIM Management Limited

Abacus Land 4 (GR2) Limited GSC Unitholder I Limited (Regional Portfolio III Limited)

ActionLeague Limited GSC Unitholder II Limited

225 Adriatic Land 1 (GR1) Limited Regional Portfolio GP Limited

Adriatic Land 1 (GR2) Limited Regional Portfolio I Limited

Adriatic Land 1 (GR3) Limited Regional Portfolio II Limited

Adriatic Land 1 (GR4) Limited Regional Portfolio Nominee Limited

Adriatic Land 3 (GR1) Limited 125 OBS (General Partner Jersey) Limited

Adriatic Land 4 (GR1) Limited 25 North Colonnade Investment Company Limited

Auro Properties Limited America Square Bidco Limited

Avonbraid Limited America Square Holdco Limited

Campback Limited America Square Jersey GP Limited

Canary South (Ground Rents) Limited America Square No. 2 Limited

Chime Properties Limited America Square No. 3 Limited

Dentberg Limited America Square Subsidiary Limited

Durden Investment Properties Limited Argentum Investments Limited

Fabrevan Limited Argentum Unitholder 1 Limited

Fairhold (Yorkshire) Limited Argentum Unitholder 2 Limited

Fairhold Clerkenwell Limited Carolina Holdings (Jersey) Limited

Fairhold Holdings (2005) Limited CG Courtyard (JSY) Limited

Fairhold Holdings (2006) Appts Ltd CG Cutlers Gardens (Jsy) 2 Limited

Fairhold Holdings (2006) Houses Limited CG Cutlers Gardens (JSY) Limited

Fairhold Holdings (2006) RPI Limited CG Shield House (Jsy) 2 Limited

Fairhold Holdings No.3 (Appts) Limited CG Shield House (Jsy) Limited

Fairhold Holdings No.3 (Houses) Limited Cutlers Gardens Jersey (No1) Trustee Ltd

Fairhold Homes (No.12) Limited Marina TopCo (Jersey) Limited

Fairhold Homes Investment (No.9) AL Limited Max Bars Limited Partner Limited

Fairhold Kew Limited Max Industrial 2 Limited

Fairhold NW Limited Max Industrial Limited

Fellway Limited Max Industrial Limited Partner Limited

Freehold Properties 28 Limited Max Investor Limited

Freehold Properties 30 Limited Max Office Finance Limited

Gradeband Limited Max Office Investor Limited

Ground Rent Group Limited Max Office Limited

Headbook Limited Max Office Limited Partner Limited

House Freeholds Limited Max Office Properties Limited

Labyrinth Estates Limited Metis Investments Limited

Mays Investment Properties Limited MPG Artemis Limited

RQ Block D Limited MPG Artemis LP Limited

RQ Block G Limited MPG Hedging Limited

RQ Blocks E & F Limited MPG Industrial Pledgeco Limited

226 St George Wharf (Block D) Residential Limited MPG Opco Limited

Wenghold Limited MPG Pubs Finance Limited

Retail Plus General Partner Limited MPG Pubs Holdings Limited

Retail Plus Nominee Limited MPG Pubs LP Limited

Sanne Corporate and Trustee Services MPG St Katharine Finance Limited

Sanne Group (Dubai) Limited MPG St Katharine Limited

Sanne Group (UK) Limited MPG St Katharine LP Limited

Sanne Group Nominees 1 (UK) Limited Newmarket Property Holdings Limited

Sanne Group Nominees 2 (UK) Limited Cannon Bridge Holdings Limited

Sanne Group Secretaries (UK) Limited Cannon Bridge Properties Limited

Sanne Nominees Limited CFIF Nominee Limited

Sanne Real Estate Limited Cathay Woolgate Exchange Holding 1 Limited

Sanne Secretaries Limited Cathay Woolgate Exchange Holding 2 Limited

Sanne Trustee Company UK Limited CBRE UKPF (Thurrock) Limited

MPG Holborn Nominee Limited CBRE UKPF Thurrock Trustee I Limited

Max Office (HHE) General Partner Ltd CBRE UKPF Thurrock Trustee II Limited

MPG Holborn GP Limited SoPro Holdings Real Estate Investment Trust PLC

Oisin Capital Investments I (UK) Limited Stechford (Jersey) Limited

Oisin Capital Investments II (UK) Limited Camden THX Finance Limited

Camden THX Investment Limited

City Road (Jersey) Limited

City Road Finance Limited

Crosstree Investments GP Limited

Dover Street (Jersey) Trustee 1 Limited

Dover Street (Jersey) Trustee 2 Limited

Dover Street Finance Limited

Dover Street Partnership GP Limited

Dover Street Unitholder Limited

Golden Square Finance Limited

Golden Square Holdings Limited

Mayfair Prime Trustee 1 (Jersey) Limited

Mayfair Prime Trustee 2 (Jersey) Limited

Old Street Finance Limited

Old Street Holdings GP Limited

Old Street Income Limited

Old Street Investments General Partner Limited

Old Street Limited

Old Street Trustee (Jersey) 1 Limited

227 Old Street Trustee (Jersey) 2 Limited

Old Street Unitholder Limited

One Berkeley Finance Limited

One Berkeley Income Limited

One Berkeley Trustee (Jersey) 2 Limited

One Berkeley Trustee (Jersey) Limited

One Berkeley Unitholder Limited

Portal Way Finance Limited

Portal Way Holdings GP Limited

Portal Way Trustee (Jersey) 1 Limited

Portal Way Trustee (Jersey) 2 Limited

Portal Way Unitholder Limited

Clydebuilt Jersey Trustee No 1 Ltd

Clydebuilt Jersey Trustee No 2 Ltd

Clydebuilt JPUT Unitholder (Jersey) Ltd

Ediston Properties Jersey Limited

Ediston UK Real Estate Trustee 1 Limited

Ediston UK Real Estate Trustee 2 Limited

EOP Trustee 1 Limited

EOP Trustee 2 Limited

Pinesgate Investment Company Limited

Keegan Nominee Limited

Sheene Nominee Limited

Delta Germany Real Estate Limited

GGC Carlton Gardens Limited

GGC Energy Holdings Limited

GGC Mentor GP Limited

GGC Reef Limited

Global Gate Capital Management Limited

MAK Industrial Limited

New Era Estate (Jersey) Limited

New Era Estate Holdings (Jersey) Limited

GSAF Holdco EUR Limited

GSAF Holdco USD Limited

Goodman Brackmills (Jersey) Limited

Goodman Burton (Jersey) Limited

Goodman Citadel (Jersey) Limited

Goodman Colnbrook (Jersey) Ltd

228 Goodman Coventry (Jersey) Limited

Goodman Daventry (Jersey) Ltd

Goodman Eastside Locks 1 (Jersey) Ltd

Goodman Ellesmere Port (Jersey) Limited

Goodman Finance (Jersey) Ltd

Goodman Gloucester (Jersey) Limited

Goodman Holdings (Jersey) Ltd

Goodman Logistics (Jersey) Limited

Goodman Maltby (Jersey) Limited

Goodman Oceanview Logistics (Jersey) Limited

Goodman Princeton Holdings (Jersey) Ltd

Goodman Property Holdings (Jersey) Ltd

Goodman Rugby (Jersey) Limited

Goodman South Normanton (Jersey) Limited

Goodman Thurrock (Jersey) Limited

Salisbury Square Trustee 1 Limited

Salisbury Square Trustee 2 Limited

Salisbury Unitholder 1 Limited

Salisbury Unitholder 2 Limited

Urban Retail V (UK) Trustee I Limited

Urban Retail V (UK) Trustee II Limited

Hansteen Saltley Trustee I Limited

Hansteen Saltley Trustee II Limited

HB Reavis IM Advisor Limited

Britel Real Estate Investments (Jersey) Limited

Carraway Investments Trustee Limited

Carraway Holdings Trustee Limited

Central London Trustee (Jersey) Limited

Hera Jersey Manager Limited

Hera Jersey Unitholder Limited

Hermes Factory Outlets Trustee Limited

Hermes Factory Outlets Trustee No.2 Limited

MEPC Trustee Limited

Milton Keynes Retail Trustee Limited

Hines Emerald GP Ltd

Hines Opal GP Limited

Hines Skywalk GP Ltd

17 GS Jersey Limited

229 Belgravia European Property Funds Limited

Crosstree Real Estate Management Limited

Curo Sterling Manager Limited

Eland House (No.1) Limited

Eland House (No.2) Limited

European Income Fund Limited

Goodman Desborough (Jersey) Limited

Goodman Northampton (Jersey) Limited

Goodman Harthills (Jersey) Limited

Goodman Office (Jersey) Limited

Hart Street Nominee 1 Limited

Hart Street Nominee 2 Limited

Orchard Retirement Villages Limited

Peter Street Properties Limited

QAC Holdings Limited

Redhawk Capital Partners (Jersey) Limited

Centurion RP (Jersey) Limited

Honeywell Poole Holdings Limited

Watchmoor Investment Properties Limited

Lancaster LREC

Thor 105-109 Oxford Street Holdco Limited

Thor 105-109 Oxford Street Limited

Thor 105-109 Oxford Street Parent Limited

Thor Oxford Street Senior Holdco Limited

130 Woodstreet Trustees (No 1) Limited

130 Woodstreet Trustees (No 2) Limited

Leisure II (St. Albans Two) Limited

Leisure II (St. Albans) Limited

West India Quay Trustee Limited

X-Leisure Trustee Limited

Xscape Milton Keynes (Jersey) No.2 Limited

Abacus Land 4 Limited

17 GS Holding Limited

17 GS SU Limited

Clerkenwell Road (Jersey) Limited

Denburn House (Jersey) Limited

Denburn House Property Investment Company Limited

LadbrokeHouse (Jersey) Limited

230 Lumina Real Estate Capital Special Situations General Partner I Limited

New Kings Road (Jersey) No.1 Limited

Quattro (Jersey) Limited

Reading Bridge (Jersey) Limited

Reading Link (Jersey) Limited

Sutton TS (Jersey) Limited

Sutton TS (Jersey) No.1 Limited

Sutton TS (Jersey) No.2 Limited

Wellington Circle (Jersey) Limited

Stechford (Jersey) Limited

Abacus Land 1 (Propco 3) Limited

Abacus Land 2 Limited

Abacus Land 3 Limited

Adriatic Land 1 Limited

Adriatic North London Limited

Almond Land Limited

Melford (Southside) Limited

PA Trustee (Jersey) 2 Limited

PA Trustee (Jersey) Limited

BELF 7 Limited

BEPF Ventures Limited

BPF UK Growth 12 Limited

PAVFII Trustee Limited

PCDFII Trustee Limited

Peakside Real Estate Fund II GP Limited

LMP Retail Warehouse JV Management Limited

NewRiver Trustee 1 Limited

NewRiver Trustee 10 Limited

NewRiver Trustee 11 Limited

NewRiver Trustee 12 Limited

NewRiver Trustee 13 Limited

NewRiver Trustee 14 Limited

NewRiver Trustee 2 Limited

NewRiver Trustee 3 Limited

NewRiver Trustee 4 Limited

NewRiver Trustee 5 Limited

NewRiver Trustee 6 Limited

231 NewRiver Trustee 7 Limited

NewRiver Trustee 8 Limited

NewRiver Trustee 9 Limited

Guildford Trustee Jersey Limited

H2O Finland LuxCo Sarl

H2O LuxCo Sarl

Sanne Group (Guernsey) Limited

Sanne Group (MENA) Limited

Sanne Trustee Services Limited

Pudding Lane Nominee Limited

MPG Holborn LP Limited

MPG Holborn Limited

Success Trustee I Limited

Success Trustee II Limited

Success Venture Development (Jersey) Limited

Success Venture Investments (Jersey) Limited

Martin Schnaier

Martin Schnaier: Current Appointments Former appointments held in the previous five years

1-2 Logan Place Limited GA HC REIT II CH UK L’Hermitage Ltd

Abacus Land 1 (Holdco 1) Limited Fairhold Holdings (2005)Limited

Abacus Land 1 (Propco 3) Limited Infaze Services Ltd

Adriatic Land 1 (GR5) Limited Action League Limited

Alcentra UK DLF CIP GP Limited Adriatic Land 3 (GR1) Limited

Alcentra UK DLF GP Limited Auro Properties Limited

Arkle Funding (No.1) Limited Canary South (Ground Rents) Limited

Arkle Holdings Limited Durden Investment Properties Limited

Arkle Master Issuer Plc Fairhold Holdings (2006) Houses Limited

Arkle Pecoh Holdings Limited Fairhold Holdings (2006) RPI Limited

Arkle Pecoh Limited Freehold Properties 28 Limited

Bamatoo Limited Baobab Limited Ground Rent Group Limited

BMF Holdings Limited Labyrinth Estates Limited

Business Mortgage Finance 3 Plc RQ Block G Limited

Business Mortgage Finance 4 Plc Wenghold Limited

Business Mortgage Finance 5 plc Abacus Land 1 (Propco 1) Limited

Business Mortgage Finance 6 Plc Abacus Land 1 (Propco 2) Limited

Business Mortgage Finance 7 Plc Abacus Land 4 (GR1) Limited

Custodes Acqco Limited Business Mortgage Finance 2 Plc

232 Martin Schnaier: Current Appointments Former appointments held in the previous five years

Custodes Midco Limited Business Mortgage Finance 1 Plc

Custodes PIKco Limited Apple and Orange Limited

Delamare Cards Holdco Limited Baobab Limited

Delamare Cards MTN Issuer Plc GA HC REIT II CH UK Walstead Limited

Delamare Cards Receivables Trustee Limited GA HC REIT II UK SH Acquisition Ltd

Delamare Cards Funding 1 Limited GA HC REIT II CH UK Senior Housing Portfolio Limited

Delamare Cards Funding 2 Limited Adriatic Land 1 (GR1) Limited

Echo Buildings Management Company Limited Adriatic Land 1 (GR2) Limited

Emmarentia Investments Limited Adriatic Land 1 (GR3) Limited

ESO InvestCo II Sarl Adriatic Land 1 (GR4) Limited

Euroecom Networks Limited Whitehall Quays Management Company Limited

Granite Finance Funding Limited Chime Properties Limited

Investec SSC (UK) Limited Gradeband Limited

Mondi SCS (UK) Limited Campback Limited

Moore Investments Limited Fairhold Homes (No.12) Limited

Thetford Limited Dentberg Limited

Fairhold Holdings No.3 (Appts) Limited

House Freeholds Limited

Fairhold Homes Investment (No.9) AL Limited

Fairhold Kew Limited

RQ Blocks E & F Limited

Avonbraid Limited

Mays Investment Properties Limited

Headbook Limited

St George Wharf (Block D) Residential Limited

RQ Block D Limited

Fairhold Clerkenwell Limited

Fairhold Holdings No.3 (Houses) Limited

Fellway Limited

Freehold Properties 30 Limited

Fabrevan Limited

Fairhold NW Limited

Fairhold (Yorkshire) Limited

Fairhold Holdings (2006) Appts Ltd

Steve Sokić

Steve Sokić: Current Appointments Former appointments held in the previous five years

233 None La Petite Croatie Limited

The business address of all the Directors and members of the senior management (except for Martin Schnaier and Zena Yates) is 13 Castle Street, St Helier, Jersey JE4 5UT. The business address for Martin Schnaier and Zena Yates is 21 Palmer Street, London, SW1H 0AD.

6.8 Save as disclosed in this paragraph 6, none of the Directors or members of the senior management has at any time within the last five years: (A) had any convictions (whether spent or unspent) in relation to offences involving fraud or dishonesty;

(B) been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;

(C) been a director or senior manager of a company which has been put into receivership, compulsory liquidation, administration, company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors; or

(D) been the subject of any bankruptcy or been subject to an individual voluntary arrangement or a bankruptcy restrictions order.

6.9 As at the date of this document, there are no potential conflicts of interest between any duties to the Company of the Directors and members of senior management and their private interests and/or other duties. 6.10 Save as disclosed in this paragraph 6, there are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any Director or member of the senior management was selected. 6.11 Save as disclosed in paragraph 12.7 below, there are no restrictions agreed by any Director or member of the senior management on the disposal within a certain period of time of their holdings in the Company’s securities. 6.12 Save as disclosed in this paragraph 6, there are no outstanding loans or guarantees provided by any member of the Group for the benefit of any of the Directors nor are there any loans or any guarantees provided by any of the Directors for any member of the Group.

7 Directors’ and senior management’s remuneration and service agreements

In the financial year ended 31 December 2015, the aggregate remuneration (including pension fund contributions and benefits in kind) of the Directors and senior management was £1,699,949. The aggregate remuneration (including pension fund contributions and benefits in kind but excluding bonuses) of the Directors and senior management in respect of the current financial year (under the arrangements in force at the date of this document) is expected to be £2,798,660.

Set out below are summary details of the service agreements of each of the executive directors:

(A) Under his service agreement with the Company, Dean Godwin (Chief Executive Officer) is entitled to receive an annual salary of £235,000 per annum. Mr Godwin’s employment is terminable by six months’ notice given by either party. The Company may, at its discretion, terminate Mr Godwin’s employment immediately by making a payment to him in lieu of his basic salary. Mr Godwin is entitled to participate in an annual bonus plan and long term incentive plan. He is also entitled to life assurance, group income protection insurance and private medical insurance. His service agreement includes standard summary termination provisions and post termination restrictive covenants which apply for a period of twelve months following the termination of his employment;

234 (B) Under his service agreement with the Company, Spencer Daley (Chief Financial Officer) is entitled to receive an annual salary of £165,000 per annum. Mr Daley’s employment is terminable by six months’ notice given by either party. The Company may, at its discretion, terminate Mr Daley’s employment immediately by making a payment to him in lieu of his basic salary. Mr Daley is entitled to participate in an annual bonus plan and long term incentive plan. He is also entitled to life assurance, group income protection insurance and private medical insurance. His service agreement includes standard summary termination provisions and post termination restrictive covenants which apply for a period of twelve months following the termination of his employment; and

(C) Under his service agreement with the Company, Philip Godley (Chief Operating Officer) is entitled to receive an annual salary of £165,000 per annum. Mr Godley’s employment is terminable by six months’ notice given by either party. The Company may, at its discretion, terminate Mr Godley’s employment immediately by making a payment to him in lieu of his basic salary. Mr Godley is entitled to participate in an annual bonus plan and long term incentive plan. He is also entitled to life assurance, group income protection insurance and private medical insurance. His service agreement includes standard summary termination provisions and post termination restrictive covenants which apply for a period of twelve months following the termination of his employment.

Set out below are summary details of the terms of appointment of each of the Non-Executive Directors:

(A) Rupert Robson (Non-executive Chairman) was appointed to the board with effect from 26 March 2015 until the conclusion of the Company’s annual general meeting occurring approximately three years from that date. The annual fee payable to Mr Robson is £120,000. The number of days Mr Robson will be required to spend on Company business is 35 days per annum. The notice period for either the Company or Mr Robson to terminate the appointment is three months;

(B) Andrew Pomfret (Non-executive Director) was appointed to the board with effect from 26 March 2015 until the conclusion of the Company’s annual general meeting occurring approximately three years from that date. The annual fee payable to Mr Pomfret is £60,000. A further fee of £10,000 per annum is payable to Mr Pomfret for his role as Chairman of the Audit and Risk Committee. Mr Pomfret also receives an additional £5,000 per annum for his role as Senior Independent Director of the Company. The number of days Mr Pomfret is required to spend on Company business is 25 days per annum. The notice period for either the Company or Mr Pomfret to terminate the appointment is three months.

(C) Nicola Palios (Non-executive Director) was appointed to the board with effect from 26 March 2015 until the conclusion of the Company’s annual general meeting occurring approximately three years from that date. The annual fee payable to Ms Palios is £60,000. A further fee of £5,000 is payable to Ms Palios for her role as Chairman of the Remuneration Committee. The number of days Ms Palios is required to spend on Company business is 20 days per annum. The notice period for either the Company or Ms Palios to terminate the appointment is three months.

8 The Company and its subsidiaries

The Company is the holding company of the Group and has the following principal subsidiaries:

Name Country of registration Percentage of issued or incorporation share capital held by the Group

Sanne Holdings Limited Jersey 100% Sanne International Limited Jersey 100% Sanne Finance Limited Jersey 100% Sanne Fiduciary Services Limited Jersey 100%

235 Name Country of registration Percentage of issued or incorporation share capital held by the Group

Private Capital Trust Company Limited Jersey 100% Sanne Nominees Limited Jersey 100% Sanne Securities Limited Jersey 100% Sanne Secretaries Limited Jersey 100% Sanne Human Capital Limited Jersey 100% Sanne Real Estate Limited Jersey 100% Sanne Private Wealth Limited Jersey 100% Sanne Corporate and Trustee Services Limited Jersey 100% Sanne Corporate Directors Limited Jersey 100% Sanne Nominees 2 Limited Jersey 100% Sanne Nominees 3 Limited Jersey 100% Sanne Nominees 4 Limited Jersey 100% Sanne Nominees 5 Limited Jersey 100% Sanne Trustee Services Limited Jersey 100% Sanne Fund Administration Limited Jersey 100% Sanne Group (Luxembourg) S.A. Luxembourg 100% Sanne Capital Markets Ireland Limited Ireland 100% Sanne Corporate Services (Ireland) Limited Ireland 100% Sanne Group Administration Services (Ireland) Ireland 100% Limited Sanne Group (Dubai) Limited Dubai 100% Sanne (Singapore) PTE Limited Singapore 100% Sanne Group Asia Limited Hong Kong 100% Sanne Financial Management Consulting China 100% (Shanghai) Co Ltd Sanne Group (UK) Limited England 100% Sanne Group Administration Services (UK) Limited England 100% Sanne Group Nominees 1 (UK) Limited England 100% Sanne Group Nominees 2 (UK) Limited England 100% Sanne Group Secretaries (UK) Limited England 100% Sanne Fiduciary Services (UK) Limited England 100% Sanne Trustee Company UK Limited England 100% Sanne Group (Guernsey) Limited Guernsey 100%

236 Name Country of registration Percentage of issued or incorporation share capital held by the Group

Sanne Nominees (Guernsey) Limited Guernsey 100% Sanne Group Delaware Inc Delaware 100% Sanne Group South Africa (Pty) Limited South Africa 100% Castlewood Corporate Services Limited Ireland 100% Castlewood CS (Holdings) Limited Ireland 100% IDS Fund Services Holdings (Pty) Ltd South Africa 100% IDS Fund Managers (Pty) Ltd South Africa 100% Investment Data Services South Africa (Pty) Ltd South Africa 100% IDS Fish Eagle (Pty) Ltd South Africa 100% IDS Management Company (Pty) Ltd “RF” South Africa 100% Investment Data Services (Pty) Ltd South Africa 100% Investment Data Nominees (Pty) Ltd South Africa 100% IDS Fund Services Malta Ltd South Africa 100% IDS Fund Services Mauritius Ltd South Africa 100%

The above companies are directly or indirectly wholly-owned by the Company and the Jersey companies have their registered office at 13 Castle Street, St Helier, Jersey JE4 5UT. The Guernsey companies have their registered office at Third Floor, La Plaiderie Chambers, La Plaiderie, St Peter Port, Guernsey GY1 1WG. The Luxembourg company has its registered office at 51 Avenue J.F. Kennedy, Kirchberg, L-1855 Luxembourg. The Irish companies have their registered offices at Fitzwilliam Business Centre, 77 Sir John Rogerson’s Quay, Dublin 2 and 22 Clanwilliam Square, Grand Canal Quay, Dublin 2. The Dubai company has its registered office at Office No.111, Level 1, Al Fattan Currency House, DIFC, PO Box 482042, Dubai, United Arab Emirates. The Hong Kong company has its registered office at Suite 904, 9th Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong. The Singapore company has its registered office at 137 Market Street, 06-00, Grace Global Raffles, Singapore (048943). The Chinese company has its registered office at Unit 703, 7th Floor, Zhongrong Jasper Tower, 8 Yincheng, Middle Road, Pudong New District, Shanghai, 200120, China. The English companies have their registered office at 21 Palmer Street, London, SW1H 0AD. The South African companies have their registered address at IDS House, 8 St Georges Mall, Cape Town, South Africa. The Malta companies have their registered office at 276 Fleur-de-Lys Road, Birkirkara, BKR 9067, Malta.

9 Investments and principal establishments

The Company currently has no principal investments (in progress or planned for the future on which the Directors have made firm commitments or otherwise) other than the subsidiary undertakings listed in paragraph 8 of this Part XV (Additional Information) of this document.

The principal establishments of the Group are as follows:

Location Tenure

Ground, First, Second and Third Floors, 13 Castle Street, St. Helier, Jersey Leasehold 2 Hilgrove Street, St. Helier, Jersey Leasehold Ground and Part Second Floors, 22 Esplanade, St. Helier, Jersey Leasehold

237 Location Tenure

5 St. Andrews Place, St. Helier, Jersey Leasehold 51 Avenue J.F. Kennedy, Luxembourg L-1855 Leasehold 21 Palmer Street, London, SW1H 0AD Leasehold Part First Second and Third Floors, La Plaiderie Chambers, La Plaiderie, St. Leasehold Peter Port, Guernsey Office No.111, Level 1, Al Fattan Currency House, DIFC, PO Box 482042, Leasehold Dubai Suite 904, ICBC Tower, 3 Garden Road, Hong Kong Leasehold Unit 703, Zhongrong Jasper Tower, Shanghai Leasehold

The Directors believe that there are currently no environmental issues which will materially affect the Group's use of the assets described above.

10 Takeovers

10.1 The City Code

The City Code applies to all takeover and merger transactions in relation to the Company, and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment. The City Code provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers has now been placed on a statutory footing.

The City Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company, the other holders of securities must be protected. This is reinforced by Rule 9 of the City Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30 per cent. or more of the voting rights to make a general offer. “Voting rights” for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50 per cent. of the voting rights.

There are not in existence any current mandatory takeover bids in relation to the Company.

10.2 Jersey law

Articles 116 to 124A of the Jersey Companies Law set out the provisions dealing with takeover offers of Jersey companies and details certain “squeeze out’’ provisions. Under the Jersey Companies Law, if, following a take-over offer (which is defined as ‘’an offer to acquire all the shares, or all the shares of any class or classes, in a company (other than shares which at the date of the offer are already held by the offeror), being an offer on terms which are the same in relation to all the shares to which the offer relates’’), an offeror has acquired or contracted to acquire not less than nine-tenths in nominal value of the shares of a par value company (such as Sanne) to which the offer relates, the offeror may give notice, in accordance with the Jersey Companies Law to the holders of those shares to which the offer relates which the offeror has not acquired or contracted to acquire, that it desires to acquire those shares.

238 Subject to the provisions of the Jersey Companies Law, upon service of the notice by the offeror, it shall become entitled and be bound to acquire the shares. A minority shareholder also has a right, pursuant to the Jersey Companies Law, to be bought out by an offeror.

Where a notice is given under the Jersey Companies Law to the holder of any shares, the Royal Court of Jersey may, on an application made by the shareholder within 6 weeks from the date on which the notice was given, order that the offeror shall not be entitled and bound to acquire the shares or specify terms of acquisition different from those of the offer.

Jersey Companies Law permits two or more companies (which need not all be Jersey incorporated companies) to merge to form one successor company. In the case of any company incorporated in Jersey, any such merger is subject to approval of its board of directors and to approval by special resolution of the Company (and, where applicable, by special resolution of each class of shares where there is more than one class of shares in issue), in addition to certain other substantive and procedural requirements.

11 Notifications of shareholdings

The Transparency Rules, which apply to the Company and its Shareholders, set out the notification requirements for Shareholders and the Company where the voting rights of a Shareholder exceed, reach or fall below the threshold of 3 per cent and each 1 per cent. thereafter up to 100 per cent. The Transparency Rules provide that disclosure by a Shareholder to the Company must be made within two trading days of the event giving rise to the notification requirement and the Company must release details to a regulatory information service as soon as possible following receipt of a notification and by no later than the end of the trading day following such receipt. If the Company determines that a shareholder has not complied with the provisions of the Transparency Rules with respect to some or all of its shares and provided that such shares represent at least 0.25 per cent. of the issued shares of the Company, the Company shall have the right by delivery of notice to the shareholder (subject to certain time limits and conditions) to: (i) suspend the shareholder’s rights to vote the relevant shares; (ii) withhold any dividend or other amount payable with respect to the relevant shares; (iii) render ineffective any election to receive shares instead of cash in respect of any dividend or part thereof; and/or (iv) prohibit the transfer of any shares by that shareholder.

12 Material contracts

Sanne Group

The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by members of the Group in the two years immediately preceding the date of this document or which are expected to be entered into prior to Admission of the Consideration Shares and which are, or may be, material or which have been entered into at any time by any member of the Group and which contain any provision under which any member of the Group has any obligation or entitlement which is, or may be, material to the Group as at the date of this document:

12.1 Acquisition Agreement and ancillary documents

A description of the principal terms of the Acquisition Agreement and ancillary documents is set out in Part II (Terms and Conditions of the Acquisition) of this document.

12.2 Sale and Purchase Agreement dated 10 February 2016 between Sanne Capital Markets Ireland Limited and Ross Burns and Aisling McNicholas (the “CCS SPA”)

Pursuant to the terms of the CCS SPA, Sanne Capital Markets Ireland Limited acquired Castlewood Corporate Services Limited and Castlewood CS Holdings Limited. The CCS SPA contains warranties and indemnities which are customary for a transaction of this nature.

12.3 Sale and Purchase Agreement dated 14 March 2016 between Sanne Group South Africa (Pty) Limited and the vendors named therein (the “IDS SPA”)

Pursuant to the terms of the IDS SPA, Sanne Group South Africa (Pty) Limited acquired IDS Fund Services Holdings (Pty) Limited for an aggregate consideration of approximately 265 million South African Rand. The IDS SPA contains warranties and indemnities which are customary for a transaction of this nature.

239 12.4 Sale and Purchase Agreement dated 4 August 2016 between Sanne Group (UK) Limited and the vendors named therein (the “Sorato SPA”)

Pursuant to the terms of the Sorato SPA, Sanne Group (UK) Limited will acquire Sorato Trust BV for an aggregate consideration of approximately €2 million (approximately 60 per cent. of which shall be payable in cash and approximately 40 per cent. shall be payable in Ordinary Shares in the Company, to be issued out of treasury). The Sorato SPA contains warranties and indemnities which are customary for a transaction of this nature. This acquisition is expected to complete in December 2016.

12.5 Sale and Purchase Agreement dated 30 September 2016 between Sanne Group Delaware Inc and the vendors named therein (the “FLSV SPA”)

Pursuant to the terms of the FLSV SPA, Sanne Group Delaware Inc acquired FLSV Fund Administration Services LLC for an aggregate consideration of $65.8 million. The consideration is structured with an initial payment of $52.6 million which was settled approximately 74 per cent. in cash and 26 per cent. in Ordinary Shares in the Company (to be issued to the relevant vendors in four equal annual instalments from completion) as well as deferred consideration of $13.2 million to be settled in the same split of cash and Ordinary Shares. The FLSV SPA contains warranties and indemnities which are customary for a transaction of this nature.

12.6 Sponsor and Placing Agreement

The Company entered into the Sponsor and Placing Agreement with Investec on 30 November 2016 pursuant to which Investec agreed to use its reasonable endeavours, as agent of the Company, to procure Firm Placees for the New Ordinary Shares to be issued pursuant to the Firm Placing and also Conditional Placees in respect of the Open Offer Shares pursuant to the Placing.

Under the Sponsor and Placing Agreement, Investec will receive a M&A fee of £250,000, a sponsor fee of £250,000, a basic commission of 2.25 per cent. of the amount equal to the Offer Price multiplied by the number of New Ordinary Shares and a fully discretionary commission of 0.5 per cent. of the amount equal to the Offer Price multiplied by the number of New Ordinary Shares. The Company will also pay other costs and expenses of, or incidental to, amongst other things the issue of New Ordinary Shares including Investec's legal, accountancy and other professional fees and expenses, and all other related VAT, if applicable.

The obligations on Investec under the Sponsor and Placing Agreement are conditional upon, amongst other things:

(A) the passing of the Resolutions at the General Meeting without any material amendment (other than as approved in writing by Investec);

(B) the Company having complied with and satisfied all its obligations under the Sponsor and Placing Agreement that fall to be performed or satisfied on or prior to Admission of the Capital Raising Shares; and

(C) the Admission of the Capital Raising Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange by no later than 8.00 a.m. on 19 December 2016 or such later date as Investec and the Company may agree but in any event being no later than 30 December 2016.

If any of the conditions are not satisfied prior to Admission of the Capital Raising Shares (or waived by Investec), then the Sponsor and Placing Agreement shall terminate, without prejudice to any liability for any prior breach of the agreement or pursuant to certain surviving provisions.

The Sponsor and Placing Agreement contains certain warranties and indemnities given by the Company in favour of Investec, in each case customary for an agreement of this type. The Sponsor and Placing Agreement also contains provisions allowing Investec to terminate the Sponsor and Placing Agreement in certain circumstances prior to Admission of the Offer Shares, including where:

240 (A) there has been, in the opinion of Investec (acting in good faith) a material adverse change since the date of the Sponsor and Placing Agreement; or

(B) any of the warranties given by the Company in the Sponsor and Placing agreement is not, or has ceased to be, true and accurate in any respect.

The Company has given certain undertakings to Investec including an undertaking that it will not, subject to certain exceptions, without the prior written consent of Investec (such consent not to be unreasonably withheld or delayed), issue, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Ordinary Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing during the period of 90 days post Admission of the Consideration Shares.

12.7 IPO Underwriting Agreements and related restricted sale agreements

In connection with the IPO Admission, on 27 March 2015, the Company, the Directors, certain other Shareholders and Investec entered into the Underwriting Agreements. In addition, on 27 March 2015, each of the Directors, certain employee Shareholders, Inflexion, Peter Machon and Simon Young entered into restricted sale agreements with Investec and the Company. Pursuant to the Underwriting Agreements and restricted sale agreements:

(A) Investec agreed, subject to certain conditions, to procure subscribers for the Ordinary Shares to be admitted at the time of the IPO Admission;

(B) each of the Company, the Directors and certain other Shareholders gave certain warranties and undertakings to Investec, in relation to which the liability of each of the Directors and individuals was limited as to time and amount, but the liability of the Company remains unlimited as to time and amount;

(C) the Company gave an indemnity covering certain customary matters to Investec, which was not limited as to time or amount; and

(D) each of the Directors holding Ordinary Shares and the employee Shareholders agreed to certain sale restrictions in respect of their Ordinary Shares following IPO Admission. Each such Director and employee Shareholder was subject to a 12 month restricted sale period following IPO Admission to the Main Market (which has now expired), during which time they were not permitted to dispose of any interest in Ordinary Shares without the prior written consent of Investec. They remain subject to a further restricted sale period of three (or in some cases four) years (the “Extended Restricted Sale Period”) under the terms of which a pro rata share of their interest in restricted Ordinary Shares will be released from the sale restrictions in any 12 month period during such Extended Restricted Sale Period. However, save where the Board exercises its discretion otherwise, the Extended Restricted Sale Period shall generally be extended by a further one or two years where any such Director or other employee Shareholder ceases to remain employed by the Group, and in such circumstances no further pro rata releases from the sale restrictions shall be made. Any disposal during the ongoing 24 month period following IPO Admission must be made through Investec (or the Company’s broker from time to time) with a view to maintaining an orderly market in the Ordinary Shares. In addition, in certain circumstances, including in the case of gross misconduct by any relevant employee Shareholder, the Company will have a discretionary right to purchase any restricted Ordinary Shares from such employee Shareholder for nominal value (to the extent they have not been previously released from the sale restrictions). The restricted sale arrangements and orderly market arrangements are subject to certain customary exceptions.

12.8 Share Exchange Agreement

Immediately prior to IPO Admission, the Company entered into a share exchange agreement with, among other things, the existing shareholders of SHL in connection with the Share Capital Reorganisation. Each of the existing shareholders of SHL gave warranties in favour of the Company in relation to title to the shares they held in SHL. The Share Exchange Agreement also terminated the Investment Agreement entered

241 into on 23 October 2012 between, amongst others, SHL, Inflexion and Santisima. There are no ongoing obligations in relation to the Share Exchange Agreement.

12.9 Facility Agreement

On 26 March 2015, the Company entered into a secured credit facility with HSBC Bank plc as sole lender for up to £25 million of committed term loan and revolving facilities and a further £15 million of uncommitted revolving facilities (the “Existing HSBC Facility”) to which certain Sanne entities had acceded on or around 1 April 2015.

On 30 September 2016, it was agreed that the Existing HSBC Facility would be refinanced and replaced with certain new facilities to be advanced by certain lenders, including HSBC Bank plc, in accordance with the terms and subject to the conditions of a £60 million facilities agreement entered into by the Company on 30 September 2016 (the “HSBC Facility”).

The Company’s subsidiaries (including but not limited to Sanne International Limited and Sanne Finance Limited) also entered into the HSBC Facility (together the “Companies”) as borrowers and each provided (together with the Company) a continuing guarantee of the performance of all of the borrowers’ obligations under the facility agreement. Additionally, material subsidiaries of the Companies are required (to the extent possible from a regulatory perspective) to guarantee these obligations. All guarantees provided are on a joint and several basis. Each material subsidiary is required to provide a guarantee or, if it is unable to grant a guarantee, the shares in it shall be the subject of a share pledge to the extent possible from a regulatory perspective.

The HSBC Facility comprises (a) a term loan of £46 million and (b) a revolving credit facility of £14 million, which were fully drawn on 1 November 2016 to repay the Existing Facility, and to part fund the acquisition of FLSV. There is also an additional £40 million of potential revolving credit facility drawings available through an uncommitted accordion facility that the Group can use at its option. Unlike the Existing HSBC Facility, the new facility is Multi-Lateral and facilitates further banks to participate by lending under the accordion facility.

Each facility has an interest rate comprised of the aggregate of the applicable LIBOR for the relevant drawing and an initial margin of 1.70 per cent. per annum. This margin payable is then subject to a margin ratchet pursuant to which the level may adjust, both up and down, as the Group’s “Leverage Ratio” (that is, the Group’s net indebtedness at a particular covenant test date divided by the consolidated EBITDA of the Group for the twelve month period ending on that covenant test date) increases or decreases.

The term loan facility and the revolving credit facility are repayable by the borrowers on the fifth anniversary of the date on which the HSBC Facility was executed. Mandatory prepayment provisions may also apply to require earlier prepayment, for example, as a result of a change of control or illegality. Voluntary prepayments may be made by the borrowers provided minimum thresholds for amounts and notice periods have been met.

A number of standard representations and warranties were given under the terms of the HSBC Facility, many of which will be repeated on the date of each utilisation request, each utilisation and on the first day of each interest period. Customary materiality tests, carve-outs and grace periods also apply. The HSBC Facility requires that the borrowers and guarantors comply with, and, in appropriate cases, require that the borrowers ensure the compliance of the Group with, a number of customary undertakings. The terms of the HSBC Facility also contain two financial covenants, one requiring that the Group’s “Leverage Ratio” cannot exceed a particular level as at any test date and the other stating that the ratio of consolidated EBITDA of the Group for the twelve month period ending on a particular covenant test date to the consolidated net finance charges for the Group for that same twelve month period cannot be less than a particular level as at any such test date. These two financial covenants are tested semi-annually by reference to the Group’s consolidated financial statements as at the Group’s six months and year end.

The events of default under the HSBC Facility are usual for facilities and transactions of this type. Upon the occurrence of an event of default which is not remedied or waived, HSBC Bank plc may cancel the available facility, may declare all outstanding payments to be immediately due and payable and may exercise all or any of its rights under the finance documents.

242 IFS Group

No material contracts (contracts entered into not in the ordinary course of business) have been entered into by the IFS Group within the two years immediately preceding the date of this document.

13 Related party transactions

Save as set out below, other than those matters referred to in the Historical Financial Information relating to the Group for the three full years ended 31 December 2015 and the six months ended 30 June 2016, incorporated by reference in Part IX (Historical Financial Information Relating to the Group) of this document during the period commencing on 1 January 2013 and terminating on the date of this document, the Company has not entered into any related party transactions.

The Company has agreed to indemnify each Director on the terms and conditions set out in an indemnity agreement both in respect of the Director’s position as a director or officer of the Company and also in respect of the Director’s position as a director or officer of subsidiaries from time to time of the Company, if applicable.

Pursuant to the indemnity agreement, the Company shall, to the fullest extent permitted by law, indemnify and hold the Director harmless in respect of all claims, whether instigated, imposed or incurred under the laws or regulations of Jersey or of any other jurisdiction and arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of the Director's powers, duties or responsibilities as a director or officer of the Company or another Group company, if applicable.

The indemnity shall be deemed not to provide for, or entitle the Director to, any indemnification that would cause the indemnity agreement, or any part of it, to be treated as void or unenforceable under applicable law or under sections 232 or 234 of the Companies Act (which shall apply to the Company as though it was incorporated in the United Kingdom). The Company shall only be liable to indemnify the Director in accordance with the indemnity agreement to the extent that compensation for the relevant claim is not available or not obtained pursuant to the terms of any directors’ and officers’ liability insurance which from time to time is in force.

14 Working capital

The Company is of the opinion that, taking into account the bank and other facilities available to the Group, the working capital available to the Group is sufficient for its present requirements, that is, for at least the period of 12 months from the date of this document.

The Company is of the opinion, that taking into account the net proceeds of the Capital Raising and the bank and other facilities available to the Enlarged Group, the working capital available to the Enlarged Group is sufficient for its present requirements, that is, for at least the period of 12 months from the date of this document.

15 Litigation

15.1 The Group

There are no governmental, legal or arbitration proceedings (including such proceedings pending or threatened of which the Company is aware) during the 12 months preceding the date of this document, which may have, or have had in the recent past, a significant effect on the Company’s and or the Group’s financial position or profitability.

15.2 IFS Group

Other than as set out below in paragraphs 15.2.1 and 15.2.2, there are no governmental, legal or arbitration proceedings (including such proceedings pending or threatened of which the Company is aware) during the 12 months preceding the date of this document, which may have, or have had in the recent past, a significant effect on the IFS Group’s financial position or profitability.

243 15.2.1 Legal Proceedings

Jayantilal Jiwabhai Patel and 68 other plaintiffs initiated legal proceedings in Mauritius and served those proceedings in July 2014 on Dynamic India Fund III ("DIF III"), IFS, ICICI Venture Funds Management Co Ltd ("ICICI Ventures"), ICICI Bank and The Western India Trustee and Executor Co Ltd.

The legal proceedings relate to DIF III, which is a Mauritius domiciled fund promoted in 2005 by ICICI Bank. DIF III is a feeder fund and as such invests exclusively in units of India Advantage Fund III, an Indian fund set up to invest in real estate in India managed by ICICI Ventures, a wholly owned subsidiary of ICICI Bank. DIF III is licensed by the Mauritian Financial Services Commission to operate as a Closed End Fund, open to only sophisticated international investors. Under an administrative agreement, the IFS Group was appointed to act as: (i) administrator, (ii) registrar and (iii) secretary of DIF III. The board of directors of DIF III consists of two professional directors from the IFS Group and two other directors.

In relation to the IFS Group the plaintiffs claim that, among other things, IFS has failed to either provide the required services or breached its duties, including but not limited to (i) knowledge and on-going acceptance of deliberate misrepresentations to investors of material facts; (ii) potential knowledge of fraud and/or corrupt practices by ICICI Bank and ICICI Ventures; (iii) not maintaining proper statutory records and denying access to books and records; (iv) colluding with ICICI Bank and ICICI Ventures to defraud the plaintiffs; and (v) failure to perform its duties as company secretary.

The Directors have taken legal advice in relation to the claims based on the information currently available. Taking into account the circumstances of the claims, the legal advice received and the information currently available, the Directors believe the claims, in so far as they relate to the IFS Group, are highly unlikely to succeed. However, there is a risk that the IFS Group and, after Completion, the Company, will need to devote management time and cost to defending the claims. In addition, notwithstanding the Directors’ views on the claims and in light of the fact that the litigation is at an early stage, litigation processes can, in general, be uncertain and in particular, as there are a number of preliminary matters to determine, there is always a risk that the claims could prove successful against the IFS Group either in their current form or in an amended form.

Notwithstanding the views of the Directors set out above, the claims as they are currently framed are covered by the IFS Group's own insurance and the insurers were notified of the claims on 23 July 2014. No claims have been made under this insurance to date in relation to this matter. In addition, DIF III also has its own insurance policy. One of the reinsurers under that policy has determined that the IFS Group is also covered by that policy in relation to the claims. Discussions are ongoing with the other two reinsurers under that policy as to whether they agree that the IFS Group is covered. Forty per cent. of IFS's defense costs to date have been paid by the resinsurer that has determined that the IFS Group is covered by the DIF III insurance policy. There can be no assurance that these insurance policies will continue to cover the claims (or whether the other reinsurers under the DIF III insurance policy will agree that the IFS Group is covered by the DIF III insurance policies) and the amount of cover may not be enough to cover the claims to the extent they are successful and the total amount of the insurance cover is materially short of the total amount claimed. However, the Group will also have the benefit of the ten year capped indemnity (capped at the total amount of consideration paid) in the Acquisition Agreement (as further described in Part II (Terms and Conditions of the Acquisition) in this document) in relation to these claims in relation to amounts not recovered under these insurance policies should the claims be successful.

The litigation is at an early stage and the defendants have raised preliminary objections, which are scheduled to be argued on 14, 15 and 23 March 2017 in the Mauritian Courts.

15.2.2 Regulatory Enquiries

Separate from the legal proceedings in relation to DIF III detailed in section 15.2.1 above of this Part XV during the course of 2014 and 2015, certain complaints were also lodged with both the Mauritian regulator

244 of the IFS Group and the Mauritian fund entities set out below, the Mauritius Financial Services Commission (“MFSC”), and with the Indian regulator of the fund manager to the Dynamic funds and the associated Dynamic fund entities (which includes DIF III), the Securities and Exchange Board of India (“SEBI”). SEBI is a regulator for DIF III and the other Mauritian fund entities described below by virtue of their holding licences granted by SEBI required to conduct their activities in India.

The complaints lodged with the MFSC and SEBI were in relation to DIF III as well as other Dynamic funds managed by ICICI Ventures. Specifically, SEBI also received complaints in relation to Dynamic Indian Fund IV ("DIF IV") and Dynamic Indian Fund V ("DIF V") and the associated fund structures and fund manager ICICI Ventures. The MFSC also received complaints in relation to DIF IV and Dynamic Indian Fund VI ("DIF VI").

In connection with the complaints lodged with the MFSC, the MFSC carried out on-site inspections at the offices of IFS Group in relation to DIF III and DIF IV in June and August of 2014. The MFSC took no further action following these on-site inspections and has since formally confirmed in writing to IFS that these on- site inspections were closed with no further action. The Directors consider that the conclusion reached by the MFSC following its on-site inspections at the offices of IFS Group in relation to DIF III and DIF IV supports their belief that the proceedings and complaints against the IFS Group in relation to the Dynamic fund structures are highly unlikely to succeed.

In respect of the complaints lodged with the MFSC in relation to DIF VI, which the MFSC passed on to IFS Group in July 2015, the IFS Group responded to the MFSC later in July 2015 in relation to these complaints refuting any wrongdoing. No further correspondence has been received by the IFS Group from the MFSC in respect of these complaints since July 2015, and the MFSC has not conducted any on-site inspection at the offices of IFS Group in respect of such complaints.

Further to the complaints lodged with SEBI, the regulator of the fund manager and fund structures of which DIF III and DIF IV form part but not a regulator of the IFS Group, in 2014, SEBI wrote to the fund manager, ICICI Ventures, DIF III and DIF IV, together with the other fund entities covered by the complaints (to which IFS Group does not provide services), with the preliminary findings of their initial investigation requesting a response from the recipients (including DIF III and DIF IV). SEBI completed its initial findings after carrying out on-site visits in India in relation to ICICI Ventures, the fund manager and the relevant Indian fund entities and receiving remote responses and documentation from the IFS Group in relation to DIF III and DIF IV. This investigation by SEBI was carried out during December 2014 and January 2015. The recipients (including DIF III and DIF IV) received a report from SEBI setting out its findings on 28 May 2015 and responded within the prescribed time frame by early July 2015 refuting any wrong doing. Since this correspondence in July 2015, no further communication has been received from SEBI by DIF III or DIF IV.

In addition, complaints were lodged with SEBI on 26 December 2014 in relation to DIF V, and these were subsequently passed on to IFS Group. These complaints were responded to by IFS Group on 1 February 2015 stating that there were no grounds for the complaint. No further correspondence has been received from SEBI by DIF V, and no further investigation has been carried out in respect of this matter as regards DIF V.

It is not possible to seek confirmation from SEBI that investigations are closed, however, taking into account the circumstances of the SEBI investigation, the time lapsed without further action and the information currently available in respect of the complaints lodged with both SEBI and the MFS as detailed in this section, the Directors believe that: (i) the risk of financial penalties or fines being levied by SEBI on the relevant parties is remote; and (ii) the risk of any variation of, or restriction to, the relevant licences, permits, authorisations or approvals granted by SEBI in respect of the Dynamic fund structures to which the IFS Group provides services is remote. In addition, SEBI is not a regulator of the IFS Group (as referred to above, its regulator the MFSC has completed and closed its investigation).

Notwithstanding the views of the Directors set out above, there is a risk that further steps in connection with these matters may be taken by SEBI which may have an adverse impact on IFS’s reputation and the conduct of its operations in India. In this regard the Group has sought certain protections as part of the Acquisition. The Group will have the benefit of the ten year capped indemnity from the Vendors (capped at the total amount of consideration paid) in the Acquisition Agreement (as further described in Part II

245 (Terms and Conditions of the Acquisition) in this document) which covers all claims and liabilities arising in respect of all Dynamic funds to which IFS Group provides services. The Vendors will separately undertake that their only involvement in relation to funds managed by ICICI Ventures is in relation to Dynamic fund structures. In addition, under the Restricted Sale Agreements, claims in respect of these matters results in a corresponding restriction in respect of the relevant Vendor’s ability to dispose of Consideration Shares, as further described in Part II (Terms and Conditions of the Acquisition) of this Document.

16 No significant change

16.1 The Group

There has been no significant change in the financial or trading position of the Group since 30 June 2016, being the latest date to which the historical financial information incorporated by reference in Part IX (Historical Financial Information Relating to the Group) was prepared.

16.2 IFS

There has been no significant change in the financial or trading position of IFS since 31 December 2015, being the latest date to which the historical financial information in Part X (Historical Financial Information Relating to International Financial Services Limited) was prepared.

17 Third-party information

Certain information has been obtained from external publications and is sourced in this document where the information is included. The Company confirms that this information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published to third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Unless otherwise stated, such information has not been audited.

18 General

(A) The estimated costs and expenses relating to the Capital Raising (including those fees and commissions referred to in paragraph 12.6 above) payable by the Group are estimated to amount to approximately £4.4 million (excluding VAT). The total net proceeds of the Capital Raising, after settling fees and expenses, will be approximately £90.1 million.

(B) Deloitte LLP, whose registered office is at 2 New Street Square, London EC4A 3BZ, has been the auditor of the Company for the three full years ended 31 December 2015, and up to and including the six months ended 30 June 2016. Deloitte LLP is a member of the Institute of Chartered Accountants in England and Wales and has no material interest in the Group.

(C) Deloitte has given and not withdrawn its written consent to the inclusion in this document of its reports in Part X (Historical Financial Information Relating to the International Financial Services Limited) and Part XI (Unaudited Pro Forma Financial Information for the Enlarged Group) in the form and context in which they appear and has authorised the contents of its reports for the purposes of Rule 5.5.3R(2)(F) of the Prospectus Rules.

(D) The Company confirms that where information in this document has been sourced from a third party, the source of this information has been provided, the information has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading as at the date of extraction.

(E) Investec is registered in England and Wales under number 489604 and its registered office is at 2 Gresham Street, London EC2V 7QP. Investec authorised by the PRA and is regulated by the FCA and PRA and is acting in the capacity as sponsor, financial adviser, bookrunner and broker to the Company.

246 (F) Investec has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in the form and context in which they appear.

(G) Save as otherwise disclosed in this document, there are no patents or other intellectual property rights, licences, industrial, commercial or financial contracts or new manufacturing processes which are material to the Group’s business or profitability.

(H) The Directors believe that the Group has no material environmental compliance costs or environmental liabilities.

(I) Following the issue of the Capital Raising Shares to be allotted pursuant to the Capital Raising, Qualifying Shareholders who do not take up their Open Offer Entitlements in full will suffer a dilution up to 14.3 per cent. to their interests in the Company. The Consideration Shares will represent approximately 4.1 per cent. of the Enlarged Share Capital of the Company immediately following Admission of the Consideration Shares.

19 Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any day (except Saturdays, Sundays, bank and public holidays) free of charge to the public at the offices of the Company and at the offices of Simmons & Simmons LLP, CityPoint, One Ropemaker Street, London EC2Y 9SS from the date of this document to the date one month from the date of Admission of the Consideration Shares:

(A) the memorandum of association of the Company and the Articles;

(B) the Acquisition Agreement;

(C) the historical financial information in respect of the three full financial years ended 31 December 2013, 2014 and 2015, and the six months ended 30 June 2016, together with the related report from Deloitte which is set out in Part IX (Historical Financial Information Relating to the Group) of this document;

(D) the report prepared by Deloitte on the unaudited pro forma financial information set out in Part XI (Unaudited Pro Forma Financial Information for the Enlarged Group) of this document;

(E) the letters of consent referred to in paragraph 18 above; and

(F) this document.

In addition, copies of this document are available on the Company’s website www.Sannegroupplc.com, or through the National Storage Mechanism ("NSM") website located at www.morningstar.co.uk/uk/nsm.

Dated: 30 November 2016

247 PART XVI - DOCUMENTS INCORPORATED BY REFERENCE

This document should be read and construed in conjunction with the following documents which have been previously published and filed with the FCA and which shall be deemed to be incorporated in, and form part of, this document:

Reference Document Information incorporated by Page number in reference reference into this document document

The Group’s interim results Financial highlights 1 containing unaudited consolidated interim financial First half review 3 statements for the six months Divisional review 4 ended 30 June 2016 Working capital and cash flow 5 arrangements Tax 17 Outlook 6 Consolidated income statement 9 Consolidated balance sheet 10 Consolidated statement of 11 comprehensive income Consolidated statement of 12 changes in equity Consolidated cash flow statement 13 Notes to the consolidated results 14-22 Business combinations 19-21 Independent review report to the 8 Group Interim management report 3-6 The Group’s 2015 annual report Chairman's statement 2 and accounts, containing audited consolidated financial Chief finance officer's report 28 statements in respect of the Auditor's report 67 financial year ended 31 December 2015 Consolidated income statement 74 Consolidated statement of 75 comprehensive income Consolidated balance sheet 76 Consolidated cash flow statement 78 Significant accounting policies 80-86 Notes to the consolidated 79-103 financial statements

248 Consolidated statement of 77 changes in equity Strategic report 7-25 Divisional review 14-20 Sanne's IPO prospectus dated Accountant's report in respect of 89 27 March 2015 the historical financial information relating to the Group Consolidated income statement 91 Consolidated statement of 91 comprehensive income Consolidated balance sheet 92 Consolidated cash flow statement 94 Significant accounting policies 95-101 Consolidated statement of 93 changes in equity Notes to the historical financial 95-126 information Operating and financial review 73-88

To the extent that any document or information incorporated by reference or attached to this document itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document for the purposes of the Prospectus Rules, except where such information or documents are stated within this document as specifically being incorporated by reference or where this document is specifically defined as including such information.

Any statement contained in a document which is deemed to be incorporated by reference into this document shall be deemed to be modified or superseded for the purpose of this document to the extent that a statement contained in this document (or in a later document which is incorporated by reference into this document) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document.

These documents are also available on the Company’s website at www.sannegroupplc.com. Except as set out above, no other portion of these documents is incorporated by reference into this document and those portions which are not specifically incorporated by reference in this document are either not relevant for the prospective investors and/or Shareholders or the relevant information is included elsewhere in this document.

249 PART XVII - DEFINITIONS

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

Acquisition the proposed acquisition of the entire issued share capital of IFS and IFS Trustees pursuant to the Acquisition Agreement Acquisition Agreement the agreement dated 30 November 2016 between the Purchaser and the Vendors pursuant to which the Company conditionally agreed to acquire, through its indirect wholly-owned subsidiary Sanne (Mauritius) Limited, the entire issued share capital of IFS and IFS Trustees, a summary of which is contained in Part II (Terms and Conditions of the Acquisition) of this document Adjusted EBITDA EBITDA adjusted by historic share based payment expense and also for certain costs contained within the Group’s, or the IFS Group's, as the case may be, operating profit which management believe to be exceptional in nature by virtue of their size or incidence or those having a distortive effect Adjusted EBITDA margin Adjusted EBITDA divided by total revenue, expressed as a percentage Admission of the Capital the admission of the Firm Placing Shares and the Open Offer Shares by Raising Shares the UKLA to listing on the premium segment of the Official List and by the London Stock Exchange to trading on the Main Market Admission of the the admission of the Consideration Shares by the UKLA to listing on the Consideration Shares premium segment of the Official List and by the London Stock Exchange to trading on the Main Market AIFMD European Alternative Investment Fund Managers Directive Application Form the application form accompanying this document on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer Ariel the corporate services business acquired from State Street AIS in December 2013 Articles or Articles of the articles of association of the Company from time to time Association Audit and Risk Committee the audit and risk committee of the Board Auditors Deloitte Board the board of directors of the Company from time to time Business Day a day other than a Saturday or Sunday on which banks are generally open for non-automated business in the City of London CAGR compound annual growth rate Capital Raising the Firm Placing and the Placing and Open Offer Capital Raising Shares means the Firm Placing Shares and the Open Offer Shares CCS Chartered Corporate Services certificated or in certificated a share or other security (as appropriate) not in uncertificated form (that form is, not in CREST)

250 City Code the UK City Code on Takeovers and Mergers, as amended, supplemented or replaced from time to time Closing Price the closing middle market quotation of an Existing Ordinary Share as derived from SEDOL Companies Act or Act the Companies Act 2006, as amended Company or the Issuer or Sanne Group plc Sanne Completion completion of the Acquisition in accordance with the terms of the Acquisition Agreement Consideration Shares the 5,844,507 new Ordinary Shares proposed to be issued by the Company pursuant to the Acquisition CREST the relevant system (as defined in the CREST Regulations for paperless settlement of sales and purchases of securities 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 as published by Euroclear CREST member a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations) CREST personal member a CREST member admitted to CREST as a personal member CREST Proxy Instruction has the meaning ascribed to it in the notes to the Notice of General Meeting CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as applicable) or the Companies (Uncertificated Securities) (Jersey) Order 1999 (as applicable), as amended from time to time CSSF the Commission de Surveillance du Secteur Financier Deloitte Deloitte LLP of 2 New Street Square, London EC4A 3BZ Delorean the capital markets corporate administration business acquired from State Street AIS in January 2013 DFSA the Dubai Financial Services Authority Directors the directors of the Company, whose names appear in paragraph 2 of Part XIV (Persons Responsible, Directors, Senior Management and Corporate Governance) of this document, or the directors from time to time of the Company, as the context requires, and "Director" shall be construed accordingly Disclosure Requirements Articles 17, 18 and 19 of the Market Abuse Regulation document or Prospectus this combined circular and prospectus EBITDA profit or loss for the period before tax, finance costs, finance income, other gains and losses, depreciation and amortisation EBITDA margin EBITDA divided by total revenue, expressed as a percentage EBITDA cash conversion cash generated by operations divided by EBITDA EEA or European Economic the European Union, Iceland, Norway and Liechtenstein Area

251 EEA State or Member State a member state of the EEA or the European Union Enlarged Group the Group as enlarged by the Acquisition and the proceeds of the Capital Raising (following Completion, Admission of the Capital Raising Shares and Admission of the Consideration Shares, as applicable) Enlarged Share Capital the Ordinary Shares in issue in the capital of the Company following Admission of the Capital Raising Shares and/or Admission of the Consideration Shares, as the context requires European Union or EU the economic and political union of Member States which are located primarily in Europe Excluded Territories each of Australia, Canada, Japan, South Africa and the United States, and any other jurisdiction where the availability of the Capital Raising would breach any applicable laws or regulations and "Excluded Territory" shall mean any of them Existing Ordinary Shares the 115,721,402 Ordinary Shares in issue at the date of this document FATCA Foreign Account Tax Compliance Act FCA the UK Financial Conduct Authority FCA Handbook the FCA’s Handbook of Rules and Guidance Firm Placee means any person that has conditionally agreed to subscribe for Firm Placing Shares Firm Placing means the conditional placing by Investec of the Firm Placing Shares on the terms and subject to the conditions contained in the Sponsor and Placing Agreement Firm Placing Shares the 11,572,100 new Ordinary Shares which are to be issued pursuant to the Firm Placing FLSV FLSV Fund Administration Services LLC Form of Proxy the form of proxy enclosed with this document for use in connection with the General Meeting FSC Mauritius Financial Services Commission FSJC the Jersey Financial Services Commission FSMA the Financial Services and Markets Act 2000, as amended GDP gross domestic product, the monetary value of all the finished goods and services produced within a country’s borders in a specific time period General Meeting the general meeting of the Company proposed to be held at 13 Castle Street, St Helier, Jersey, JE4 5UT, at 11.30 a.m. on 16 December 2016 to approve the Resolutions, the notice of which is contained in this document GFSC the Guernsey Financial Services Commission Group the Company and its subsidiaries and its subsidiary undertakings, and when the context requires, its associated undertakings IASB the International Accounting Standards Board IDS IDS Fund Services

252 IFRS International Financial Reporting Standards, as issued by the International Accounting Standards Board IFS International Financial Services Limited IFS Group IFS, IFS Trustees and their respective subsidiaries and subsidiary undertakings IFS Trustees IFS Trustees Inflexion the IFX Sartura Limited, controlled by its general partner Inflexion 2010 General Partner Limited, Inflexion 2012 Co- Investment Fund LP and Inflexion 2012 Co-Investment Fund (No.2) LP, each controlled by their general partner being Inflexion 2010 General Partner Guernsey Limited Partnership, which in turn is controlled by its general partner which is Inflexion 2010 General Partner Limited unless the context requires otherwise Investec or Sponsor Investec Bank plc of 2 Gresham Street London EC2V 7QP IPO Admission the Company’s initial admission to listing on the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market, which took place on 1 April 2015 ISIN International Securities Identification Number Jersey Companies Law the Companies (Jersey) Law 1991 (as amended) and subordinate legislation thereunder JSJL Financial Services (Jersey) Law 1998 Latest Practicable Date 28 November 2016 Listing Rules the rules of the FCA relating to the admission to the Official List made by the FCA under section 73A(2) of FSMA London Stock Exchange London Stock Exchange plc or its successor(s) Main Market the London Stock Exchange’s main market for listed securities Market Abuse Regulation Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and its implementing legislation New Ordinary Shares the Firm Placing Shares, the Open Offer Shares and the Consideration Shares Nomination Committee the nomination committee of the Board Notice of General Meeting the notice of General Meeting contained in this document Offer Price 490 pence per Capital Raising Share Official List the Official List of the UK Listing Authority Open Offer the offer to Qualifying Shareholders constituting an offer to apply for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in this document, and in the case of the Qualifying Non-CREST Shareholders, the Application Form Open Offer Entitlement the pro rata entitlement of Qualifying Shareholders to subscribe for 1 Open Offer Share(s) for every 15 Existing Ordinary Shares registered in their name as at the Record Date, on and subject to the terms of the Open Offer

253 Open Offer Shares the 7,714,760 new Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer and to Placees pursuant to the Placing Ordinary Shares the ordinary shares of £0.01 in the capital of the Company from time to time Organic Gross Profit gross profit excluding the gross profit contributed from the acquired businesses of Delorean and Ariel Organic Revenue total revenue excluding the revenue contributed from the acquired businesses of Delorean and Ariel Overseas Shareholders Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom Panel on Takeovers and the UK Panel on Takeovers and Mergers Mergers Placee any person who has agreed or shall agree to subscribe for Open Offer Shares pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer Placing the placing of the Open Offer Shares at the Offer Price to Placees by Investec in accordance with the terms of the Placing Agreement, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer Plans the meaning given to such term in paragraph 5 of Part XV (Additional Information) of this document pounds sterling or £ the lawful currency of the United Kingdom PRA Prudential Regulation Authority Prospectus Rules the rules of the FCA made for the purposes of Part VI of FSMA in relation to offers of securities to the public and the admission of securities to trading on a regulated market Purchaser Sanne (Mauritius) Limited PWC Report PWC Asset Management 2020: A Brave New World Qualifying CREST Qualifying Shareholders holding Ordinary Shares in uncertificated form Shareholders on the Record Date Qualifying Non-CREST Qualifying Shareholders holding Ordinary Shares in certificated form on Shareholders the Record Date Qualifying Shareholders holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion of Overseas Shareholders with a registered address or resident in any Excluded Territory Receiving Agent or Equiniti Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA Record Date 6:00 p.m. on 28 November 2016 Registrar Equiniti (Jersey) Limited of 26 New Street, St Helier, Jersey JE4 8PP regulatory authority any central bank, ministry, governmental, quasi governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority), national, state, municipal or local government

254 (including any subdivision, court, administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt, the Panel on Takeovers and Mergers, the FCA, the UKLA and the London Stock Exchange Regulatory Information one of the regulatory information services authorised by the UKLA to Service receive, process and disseminate regulatory information from listed companies Regulation S Regulation S under the US Securities Act Remuneration Committee the remuneration committee of the Board Resolutions the resolutions set out in the Notice of General Meeting SEDOL the London Stock Exchange Daily Official List Senior Independent Director the “senior independent director”, as referred to in the UK Corporate Governance Code senior management certain members of the Group’s management team named as senior management in Part XIV (Persons Responsible, Directors, Senior Management and Corporate Governance) of this document Share Capital has the meaning given to such term in paragraph 2 of Part XV (Additional Reorganisation Information) of this document Share Capital has the meaning given to such term in paragraph 2 of Part XV (Additional Reorganisation Agreements Information) of this document Share Exchange Agreement the agreement governing the Share Capital Reorganisation as set out in paragraph 12.8 of Part XV (Additional Information) of this document Shareholder a holder of Ordinary Shares from time to time SHL Sanne Holdings Limited Sorato Sorato Trust BV Sponsor and Placing the sponsor and placing agreement dated 30 November 2016 between Agreement the Company and Investec, details of which are set out in paragraph 12.6 of Part XV (Additional Information) of this document Transparency Rules the rules made under section 73A(6) of FSMA, which relate to major shareholdings and the notification and dissemination of information by issuers of transferable securities, and which are set out in chapters 4, 5 and 6 of the FCA's Disclosure Guidance and Transparency Rules sourcebook UK Corporate Governance the UK Corporate Governance Code published by the Financial Code Reporting Council, as amended from time to time UK Listing Authority or the FCA in its capacity as the competent authority for the purpose of Part UKLA VI of FSMA uncertificated or in in relation to a share or other security, a share or other security title in uncertificated form uncertificated form to which is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred through CREST

255 Underwriting Agreements the underwriting agreements entered into between, among others, the Company, the Directors and Investec in connection with the IPO Admission, details of which are set out in paragraph 12.7 of Part XV (Additional Information) of this document United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland United States or US the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia US Securities Act US Securities Act of 1933, as amended USD, US dollars or $ the lawful currency of the United States VAT UK value added tax Vendors Couldiplall Basanta Lala, Anupama Basanta Lala, Divya Basanta Lala and Kapil Dev Joory and "Vendor" shall mean any of them

256 NOTICE OF GENERAL MEETING

SANNE GROUP PLC (incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 117625)

NOTICE IS HEREBY GIVEN that a general meeting of Sanne Group plc (the “Company”) will be held at 11:30 a.m. on 16 December 2016 at 13 Castle Street, St. Helier, Jersey JE4 5UT for the purpose of considering and, if thought fit, passing the following resolutions:

Resolution 1

Ordinary Resolution

THAT the proposed acquisition of the IFS Group substantially on the terms and subject to the conditions contained in the conditional share purchase agreement dated 30 November 2016 between the Purchaser and the Vendors (the “Acquisition Agreement”) as described in the combined prospectus and circular to the shareholders of the Company dated 30 November 2016 (the "Combined Prospectus") (of which this notice forms part), and all other agreements and ancillary arrangements contemplated by the Acquisition Agreement, be and are hereby approved and that the directors of the Company (the “Directors”) (or any duly constituted committee of the Directors) be and are hereby authorised to take all such steps and to execute all documents and deeds, as they may consider necessary, expedient or desirable in relation thereto and to carry the same into effect with such modifications, variations, revisions or amendments (provided such modifications, variations or amendments are not of a material nature) as they shall deem necessary, expedient or desirable.

Resolution 2

Special Resolution

THAT in addition to all other existing powers of the Directors under Article 9 of the Company’s articles of association (the “Articles”) and all existing shareholder authorities which shall continue in full force and effect, subject to and conditional upon the passing of Resolution 1, the Directors be given power to allot Equity Securities (as defined in the Articles) for cash as if Article 10 of the Articles did not apply to any such allotment or sale, such power to be limited to the allotment of Equity Securities up to an aggregate nominal amount of £77,148 in connection with the Placing and Open Offer (as described in the Combined Prospectus), such power to apply until the earlier of 15 months after the passing of this resolution and the end of the next annual general meeting of the Company after the passing of this resolution but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be allotted after the power ends and the Directors may allot Equity Securities under any such offer or agreement as if the power had not ended.

By order of the Board of Directors of Sanne Group plc

Registered office:

13 Castle Street

St Helier

Jersey

JE4 5UT

DANIEL MCKEON

Company Secretary

257 30 November 2016

Notes to the Notice of General Meeting

1 Each Resolution will be decided by poll.

2 A ‘vote withheld’ option is provided on Form of Proxy accompanying this Notice of General Meeting, the purpose of which is to enable a Shareholder to withhold their vote on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against a resolution.

3 A Shareholder who is entitled to attend and vote at the General Meeting is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the General Meeting. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. A proxy need not be a Shareholder. A proxy may be appointed:

(a) by completion and return of the Form of Proxy enclosed with the Notice of General Meeting;

(b) via the CREST electronic proxy appointment service as described below.

4 The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting at the General Meeting in person.

5 To be valid, a completed Form of Proxy must be lodged with the Company’s Registrar, Equiniti Limited, Corporate Action, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 11.00 a.m. on 14 December 2016 or the proxy must have been appointed in accordance with the procedures applicable to appointing a proxy via the CREST electronic proxy appointment service.

6 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who has been nominated to receive communications from the Company in accordance with Article 74 of the Company’s Articles of Association (nominated persons). Nominated persons may have a right under an agreement with the Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

7 The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 3, 4 and 5 above does not apply to nominated persons. The rights described in these paragraphs can only be exercised by Shareholders of the Company.

8 To be entitled to attend and vote at the General Meeting (and for the purpose of the determination of the votes they may cast) Shareholders must be registered in the register of Members as at 6.30 p.m. on 14 December 2016 (or, in the event of any adjournment, 6.30 p.m. on the date which is two days before the time of the adjourned meeting). Changes to entries on the register of Members after 6.30 p.m. on 14 December 2016 shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.

9 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. 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

258 with the specifications of CREST 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 7RA01) by the latest time(s) for receipt of proxy appointments specified in the Notice of General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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 providers, should note that CREST 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 other sponsored member or has appointed a voting service provider(s), to procure that their 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 providers 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 Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

Shareholders should note that it is possible that, pursuant to requests made by Shareholders under Article 67 of the Company’s Articles of Association, the Company may be required to circulate a statement relating to: (i) a matter referred to in either Resolution; or (ii) any other business to be dealt with at the General Meeting. In certain circumstances the Company may require the Shareholders requesting any such circulation to pay its expenses in complying with such request.

10 As at 28 November 2016 (being the Latest Practicable Date), the Company’s issued share capital was 116,000,000 Ordinary Shares, carrying one vote each and 278,598 Ordinary Shares are held in treasury (but these shares do not carry the right to vote). Therefore, the total voting rights in the Company as at that date were 115,721,402.

11 The contents of this Notice of General Meeting, details of the total number of Ordinary Shares in respect of which Shareholders are entitled to exercise voting rights at the General Meeting and, if applicable, any Shareholders’ statements, received by the Company after the date of this Notice will be available on the Company’s website at www.sannegroupplc.com.

12 You may not use any electronic address provided either in this Notice of General Meeting or the document of which it forms part, or the Form of Proxy, to communicate with the Company for any purposes other than those expressly stated.

Explanatory Notes

Resolution 1 is proposed as an ordinary resolution which means that for it to be passed, more than half of the votes cast in relation to such Resolution must be cast in favour of it.

Resolution 2 is proposed as a special resolution, which means that (in accordance with the Companies (Jersey) Law 1991 and the Company's Articles of Association) for it to be passed, at least three-quarters of the votes cast in relation to such Resolution must be cast in favour of it.

259