SVG Capital Plc (Incorporated with Limited Liability in England and Wales with Registered Number 3066856)

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OFFERING CIRCULAR DATED 2 June 2008

SVG Capital plc (incorporated with limited liability in England and Wales with registered number 3066856)

£120,000,000

8.25 per cent. Convertible Bonds due 2016

Issue Price: 100 per cent.

Sole Bookrunner and Lead Manager JPMorgan Cazenove

Co-Lead Managers Key Capital The Royal Bank of Scotland

Key Capital acted as Financial Adviser to SVG Capital plc

This Offering Circular comprises listing particulars given in compliance with the listing rules (the “Listing Rules”) made under Section 73A of the Financial Services and Markets Act 2000 (the “FSMA”) by the UK Listing Authority (the “UKLA”). Applications have been made for the £120,000,000 8.25 per cent. Convertible Bonds due 2016 (the “Bonds”) of SVG Capital plc (the “Issuer”, “SVG Capital” or the “Company”) to be admitted to the official list maintained by the UKLA for the purposes of Part VI of the FSMA (the “Official List”) and to be admitted to trading on the Professional Securities Market of the London Stock Exchange plc (the “London Stock Exchange”). The Professional Securities Market is an unregulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Issuer has undertaken to apply to have the ordinary shares of the Issuer (the “Ordinary Shares”) issuable upon conversion of the Bonds admitted to the Official List and admitted to trading on the Regulated Market of the London Stock Exchange. This Offering Circular is to be read in conjunction with all the documents which are incorporated by reference herein (see “Presentation of Information - Documents incorporated by reference”).

The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Issuer has not authorised the making or provision of any representation or information regarding the Issuer, the Bonds or the Ordinary Shares other than as contained in this Offering Circular or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by or on behalf of the Issuer or the Managers (as defined in “Subscription and Sale”).

This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Trustee or the Managers that any recipient of this Offering Circular should purchase any of the Bonds. Each investor contemplating purchasing Bonds should make its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of the Issuer. None of the Issuer, the Managers, or any of their respective representatives, is making any representation to any offeree or purchaser of the Bonds regarding the legality of an investment in the Bonds by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of the Bonds.

Neither the delivery of this Offering Circular nor the offering, sale or delivery of the Bonds shall in any circumstances constitute a representation or create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the affairs or condition (financial or otherwise) of the Issuer since the date of this Offering Circular or that the information contained in this Offering Circular is correct as at any time subsequent to its date.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers to subscribe or purchase, any Bonds or Ordinary Shares.

The Bonds and the Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States.

The Bonds will initially be represented by a temporary global bond (the “Temporary Global Bond”), without interest coupons, which will be deposited with a common depositary on behalf of the Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”) systems on or about 5 June 2008. The Temporary Global Bond will be exchangeable for interests in a global bond (the “Global Bond”), without interest coupons, from the 40th day after the Closing Date (as defined herein) upon certification as to non-U.S. beneficial ownership. The Global Bond will be

exchangeable for definitive Bonds in bearer form in the denomination of £50,000 in the limited circumstances set out in it. See “Summary of Provisions relating to the Bonds in Global Form”.

The distribution of this Offering Circular and the offering, sale and delivery of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. This Offering Circular does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a description of certain restrictions on offers, sales and deliveries of Bonds and on distribution of this Offering Circular and other offering material relating to the Bonds, see “Subscription and Sale”.

In connection with the offering of the Bonds, each Manager and/or its affiliates may act as an investor for their own account and may take up Bonds in the offering and in that capacity may retain, purchase or sell for their own account such securities and any securities of the Issuer or related investments and may offer or sell such securities or other investments otherwise than in connection with the offering. Accordingly, references herein to the Bonds being offered should be read as including any offering of Bonds to such Manager and/or its affiliates acting in such capacity. Such persons do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Managers have not separately verified the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Managers as to the accuracy, completeness or verification of the information contained in this Offering Circular or any other information supplied in connection with the Bonds or the Ordinary Shares and nothing contained in this Offering Circular is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each Manager accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Offering Circular or any other information supplied in connection with the Bonds or the Ordinary Shares. Each person receiving this Offering Circular acknowledges that such person has: (i) not relied on any Manager in connection with its investigation of the accuracy of such information or its investment decision and each person must rely on its own examination of the Issuer and the merits and risks involved in investing; and (ii) relied only on the information contained in this Offering Circular, and that no person has been authorised to give any information or to make any representation concerning the Issuer, the Bonds or the Ordinary Shares (other than as contained in this Offering Circular) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer or the Managers.

In connection with the issue of the Bonds, J.P. Morgan Securities Ltd. (the “Stabilising Manager”) (or any persons acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Closing Date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) in accordance with all applicable law and rules.

Any individual intending to invest in any investment described in this Offering Circular should consult his or her professional adviser and ensure that he or she fully understands all the risks associated with making such an investment and has sufficient financial resources to sustain any loss that may arise from it.

The Managers are acting exclusively for the Issuer and no-one else in connection with the offering of the Bonds. None of the Managers will regard any other person (whether or not a recipient of this Offering Circular) as its client in relation to the offering of the Bonds and will not be responsible to anyone other than the Issuer for providing the protections afforded its clients nor for giving advice in relation to the offering of the Bonds or any transaction or arrangement referred to herein.

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TABLE OF CONTENTS

PRESENTATION OF INFORMATION ...... 2

OVERVIEW OF THE OFFERING ...... 4

RISK FACTORS...... 7

TERMS AND CONDITIONS OF THE BONDS ...... 16

SUMMARY OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM...... 48

USE OF PROCEEDS...... 50

BUSINESS DESCRIPTION ...... 51

PRINCIPAL SHAREHOLDERS ...... 71

DESCRIPTION OF THE ORDINARY SHARES...... 72

UNITED KINGDOM TAXATION...... 80

SUBSCRIPTION AND SALE ...... 84

GENERAL INFORMATION...... 87

CERTAIN DEFINITIONS...... 89

PRESENTATION OF INFORMATION

Presentation of financial information Unless otherwise stated, all financial information relating to the Issuer incorporated by reference in this Offering Circular has been prepared in accordance with International Financial Reporting Standards and in pounds sterling.

Documents incorporated by reference This Offering Circular should be read and construed in conjunction with:

(1) the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2006 on pages 45 to 78 of the Annual Report and Accounts 2006; and

(2) the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2007 on pages 45 to 78 of the Annual Report and Accounts 2007, together in each case with the audit report thereon, which have been previously published or are published simultaneously with this Offering Circular and have been approved by the Financial Services Authority or filed with it. Such documents shall be incorporated in, and form part of this Offering Circular, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular.

Where documents incorporated by reference themselves incorporate information by reference, such information does not form part of this Offering Circular.

Copies of documents incorporated by reference in this Offering Circular may be obtained (without charge) from the registered office of the Issuer.

Forward-looking statements Some of the statements in this Offering Circular include forward-looking statements which reflect the Issuer’s 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 Offering Circular entitled “Risk Factors”, which should be read in conjunction with the other cautionary statements that are included in this Offering Circular. Any forward-looking statements in this document reflect the Issuer’s 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, strategy and liquidity. Given these uncertainties investors are cautioned not to place any undue reliance on such forward-looking statements.

These forward-looking statements speak only as of the date of this document. Subject to any obligations under the Listing Rules, or as otherwise required by law, the Issuer 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 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.

OVERVIEW OF THE OFFERING

The following overview refers to certain provisions of the Terms and Conditions of the Bonds, the Ordinary Shares and the Trust Deed and is qualified by the more detailed information contained elsewhere in this Offering Circular. Terms which are defined in “Terms and Conditions of the Bonds” have the same meaning when used in this overview.

Issuer SVG Capital plc. Bonds £120,000,000 8.25 per cent. Convertible Bonds due 2016. The Offering The Bonds are being offered by the Managers outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933. Closing Date 5 June 2008. Issue Price 100 per cent. of the principal amount of the Bonds. Final Maturity Unless previously purchased and cancelled, redeemed or converted, the Bonds will be redeemed on 5 June 2016 (the “Final Maturity Date”) at their principal amount. Form and Denomination The Bonds will initially be represented by a Temporary Global Bond, without interest coupons, which will be deposited with a common depositary on behalf of the Clearstream, Luxembourg and Euroclear systems on or about 5 June 2008. The Temporary Global Bond will be exchangeable for interests in a Global Bond, without interest coupons, from the 40th day after the Closing Date upon certification as to non- U.S. beneficial ownership. The Global Bond will be exchangeable for definitive Bonds in bearer form in the denomination of £50,000 in the limited circumstances set out in it. See “Summary of Provisions relating to the Bonds in Global Form”. Interest The Bonds bear interest from (and including) the Closing Date at 8.25 per cent. per annum payable semi-annually in equal instalments in arrear on 5 June and 5 December each year, commencing on 5 December 2008. Status of the Bonds The Bonds constitute direct and unsecured obligations of the Issuer and rank pari passu and without preference among themselves. The Bonds shall be contractually subordinated to the obligations of the Issuer under certain financing documents as set out in “Terms and Conditions of the Bonds – Status, Subordination and Indebtedness Restriction”. Indebtedness Restriction The Issuer may not, and will procure that none of its Subsidiaries will, incur any Subordinated Indebtedness except to the extent that, immediately following the incurrence of such Subordinated Indebtedness, the total Subordinated Indebtedness of the Issuer and its consolidated Subsidiaries is equal to or less than 20 per cent. of the consolidated total assets of the Group as shown in the most recently published consolidated balance sheet of the Issuer. Negative Pledge None. Yield 8.25 per cent. per annum payable semi-annually. The yield is calculated on the Closing Date on the basis of the Issue Price. It is not an indication of future yield. Events of Default For a description of certain events that will permit the Bonds to become

immediately due and payable at their principal amount, together with accrued interest, see “Terms and Conditions of the Bonds - Events of Default”. Redemption at the Option of All, but not some only, of the Bonds may be redeemed at the option of the Issuer the Issuer at their principal amount together with accrued interest to the date fixed for redemption (i) at any time on or after 20 June 2011 if the Aggregate Value (as defined herein) on each of not less than 20 dealing days in any period of 30 consecutive dealing days exceeds £65,000 or (ii) if, at any time prior to the date on which the relevant notice of redemption is given to Bondholders, Conversion Rights shall have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85 per cent. or more in principal amount of the Bonds originally issued. See “Terms and Conditions of the Bonds - Redemption and Purchase - Redemption at the Option of the Issuer”. Taxation All payments made by or on behalf of the Issuer in respect of the Bonds and Coupons will be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatsoever nature unless such withholding or deduction is required by law. In that event, the appropriate withholding or deduction shall be made and the Issuer will not be required to pay any additional or further amounts in respect of any such deduction or withholding. Conversion Right Unless previously redeemed or purchased and cancelled, each Bond will be convertible, at the option of the holder, into Ordinary Shares of the Issuer during the Conversion Period at the prevailing Conversion Price as at the relevant Conversion Date. See “Terms and Conditions of the Bonds - Conversion”. Conversion Period The period beginning on and including 16 July 2008 and ending on and including the earlier to occur of: (i) the close of business on the date falling six calendar days prior to the Final Maturity Date; (ii) if the Bonds shall have been called for redemption by the Issuer before the Final Maturity Date, the close of business on the day which is six calendar days before the date fixed for redemption; and (iii) if a notice requiring redemption shall have been given by any Bondholder, the close of business on the day prior to giving such notice.

Conversion Price £10.00 per Ordinary Share, subject to adjustment in accordance with the Conditions. Conversion Price upon Change In the event of a Change of Control (other than pursuant to an Exempt of Control Newco Scheme), the Conversion Price will be adjusted downwards for a specified period as described in the Conditions. Redemption for a Change of Following the occurrence of a Change of Control (other than pursuant to Control an Exempt Newco Scheme), the holder of each Bond will have the right to require the Issuer to redeem such Bond on the Change of Control Put Date at their principal amount together with accrued interest to (but excluding) the date fixed for redemption.

Anti-Dilution Provisions Anti-dilution provisions dealing with, inter alia, share consolidations, share splits, capital distributions, rights issues and bonus issues shall apply. See “Terms and Conditions of the Bonds – Adjustment of Conversion Price”. Dividend Protection The Conversion Price will be adjusted in respect of any dividend or distribution called a special or extraordinary dividend or capital distribution or analogous term and, if the dividend per Ordinary Share paid in any year exceeds the Reference Amount, the Conversion Price will be adjusted in respect of the amount exceeding the Reference Amount. Ordinary Shares The Ordinary Shares to be issued following conversion of the Bonds will be issued credited as fully paid, having, on the date hereof, a nominal value of £1.00 each and will rank pari passu in all respects with all fully paid Ordinary Shares in issue on the relevant Conversion Date, save as provided in “Terms and Conditions of the Bonds”. Lock Up The Issuer has, subject to certain exceptions, agreed not to issue or sell Ordinary Shares or certain related securities for a limited period after the date of the Underwriting Agreement. See “Subscription and Sale” below. Trustee HSBC Corporate Trustee Company (UK) Limited. Principal Paying and HSBC Bank plc. Conversion Agent Governing Law The Bonds and the Trust Deed will be governed by, and shall be construed in accordance with, English law. Listing and Trading Applications have been made for the Bonds to be admitted to the Official List of the UKLA and to trading on the Professional Securities Market of the London Stock Exchange. The Issuer has undertaken to apply to have the Ordinary Shares issuable upon conversion of the Bonds admitted to listing on the Official List of the UKLA and admitted to trading on the Regulated Market of the London Stock Exchange. Clearing The Bonds have each been accepted for clearing by Euroclear and Clearstream, Luxembourg. The Bonds have the following Common Code and International Securities Identification Number: Common Code: 036397730 ISIN: XS0363977306 Selling Restrictions There are restrictions on the offer, sale and delivery of the Bonds, inter alia, in the United States and the United Kingdom. See “Subscription and Sale”.

RISK FACTORS

Prospective investors should consider carefully the risks set forth below and the other information contained in this Offering Circular prior to making any investment decision with respect to the Bonds. Each of the risks highlighted below could have a material adverse effect on the business, operations, financial condition or prospects of the Issuer, which, in turn, could have a material adverse effect on the amount of principal and interest which investors will receive in respect of the Bonds. In addition, each of the risks highlighted below could adversely affect the trading price of the Bonds or the Ordinary Shares or the rights of investors under the Bonds or the Ordinary Shares and, as a result, investors could lose some or all of their investment.

Prospective investors should note that the risks described below are not the only risks the Issuer faces. The Issuer has described only those risks relating to its operations that it considers to be material. There may be additional risks that it currently considers not to be material or of which it is not currently aware, and any of these risks could have the effects set forth above.

Prospective investors should read the entire Offering Circular, together with the documents incorporated by reference herein. Words and expressions defined in the “Terms and Conditions of the Bonds” below or elsewhere in this Offering Circular have the same meanings in this section.

Investing in the Bonds involves certain risks. An investment in the Bonds is suitable only for sophisticated investors who have sufficient financial resources to sustain any losses from such investment and who are in a position to commit funds for a considerable period of time. Prospective investors should consider, among other things, the following:

Risks relating to the Issuer The Issuer's Relationship with Permira

The Issuer has committed a significant amount of its capital to Permira Funds. At 31 December 2007, approximately 78.6 per cent. of the SVG Capital Group's net asset value was represented by investments in Permira Funds. The performance of the Permira Funds is dependent upon, inter alia, Permira’s expertise in sourcing, reviewing, financing and executing transactions and its ability to make judgments on investment risk, the development of portfolio companies and exit strategies for portfolio companies. In March 2005, the Issuer formalised its relationship with Permira through the Operating Agreement. It was agreed with Permira that, for the term of the Operating Agreement and subject to cashflow projections of the SVG Capital Group, agreement on terms, due diligence and Board approval, the Issuer would be an investor in future Permira Funds and would be entitled to full access to Permira IV and Permira V. A commitment to Permira V will result in an increase in the concentration of commitments to Permira Funds. The future performance of the Issuer will therefore be largely dependent on the performance of the Permira Funds in which it invests. Nevertheless, the Issuer’s overall investment in Permira Funds may increase or decrease over time, and existing agreements (including the Operating Agreement) with Permira may or may not be renewed on the same terms or at all. See “Business Description – Relationship with Permira” for further details of the Issuer's existing arrangements with Permira.

The Issuer’s Lack of Control of Funds and Underlying Investments

As referred to above, the Issuer’s portfolio consists principally of holdings in funds that are managed or advised by Permira. As a result of statutory requirements governing investment trusts in the United Kingdom, the Issuer may not hold interests in any fund which would enable the Issuer to control that fund. The Issuer also has no control over the investment decisions made by the managers of the funds or individual portfolio companies. A “portfolio company” is a company in which the funds invest. Although fund managers must act in accordance with investment objectives, policies and the restrictions set out in the documents establishing each fund, there can be no assurance that the fund managers will make

7 investment decisions in accordance with the Issuer’s expectations. Funds may hold non-controlling interests in certain portfolio companies and may therefore have a limited ability to protect their positions in such investments. The Issuer has only limited rights to require fund managers to disclose information regarding a fund’s portfolio. As a result, the information in this document regarding the value of the Issuer's portfolio of Permira Funds has not been verified or approved in any way by Permira (or any person on behalf of Permira). In addition, neither Permira (nor any person on behalf of Permira) has approved or verified any of the information in this document regarding Permira.

General Risk Associated with Investment in Private Equity

Investment in private equity involves a high degree of risk. The SVG Capital Group invests in private equity through its exposure to buy-out and development capital funds. Such investments are illiquid and might be difficult to realise, particularly within a short timeframe. The Directors seek to maintain a diversified portfolio to mitigate these risks, although the portfolio does remain concentrated with respect to private equity fund managers, as explained above.

Market Conditions

Any material change in the economic environment, including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates, could have a negative impact on the performance and/or valuation of the portfolio companies. The Issuer's performance can be affected by a deterioration in public markets and by market events, such as the onset of the credit crisis in the Summer of 2007, which can impact not only its quoted portfolio but also the public market comparable earnings multiples used to value unquoted portfolio companies. Movements in foreign exchange rates may or may not adversely affect the value of investments in portfolio companies and the Issuer's performance. Following the onset of the credit crisis, the rate of future investment by funds is likely to slow as the pricing of new transactions adjusts to reflect the current economic uncertainty and the lack of credit in the markets. Holding periods are also likely to be longer as the rate of realisations slows in light of the deterioration in market conditions for initial public offerings and decline in merger and acquisitions activity. The value of publicly traded securities may be volatile and difficult to sell as a block, even following a realisation through listing. The impact of the credit crisis may also affect the Issuer's ability to raise funding to support its investment objective and also the level of profitability achieved on realisations of investments.

New and Emerging Markets

The Issuer’s investment strategy may involve greater investment in funds and products with exposure to new and emerging markets in which the legal and regulatory frameworks and capital markets may be less developed than in the other main geographical markets in which the Issuer operates. Unexpected changes in such markets could have a negative impact on the value of existing investments or on the planned levels of investment, which could adversely affect investment returns.

Concentration Risk

The terms of some of the funds in which the Issuer invests typically allow up to 15 per cent. of commitments to that fund to be invested in a single portfolio company and various funds may be invested in the same geographic region, industry sector or portfolio company. The market value of the Issuer’s portfolio may fall as a result of declines in particular industries or geographic regions or defaults by portfolio companies.

Commitments and Calls on Capital

The Issuer has commitments to pay future Calls in respect of its holdings in funds. At 31 December 2007, the SVG Capital Group had uncalled commitments of £1,559.7 million (2006: £1,840.3 million), compared to shareholders’ funds of £1,229.6 million (2006: £1,154.1 million). The Board considers cashflow forecasts at each Board meeting and expects to meet its uncalled commitments, as well as commitments to future funds, from proceeds received from its investments and from its cash resources

and borrowings available to the Issuer. At present, the Issuer has in place a €7501 million multi-currency revolving facility (which is committed until March 2011) which can be drawn on to meet commitments as they fall due. In addition, the Issuer has issued and drawn down approximately £262.6 million 2 of unsecured senior notes that were issued by way of private placement with scheduled maturity dates falling between 2013 and 2015. However, there can be no assurance that the Issuer will always be in a position to pay future Calls in full and on a timely basis.

Changes in Value of the Issuer’s Portfolio

Investment in funds requires a long-term commitment with no certainty of return. The ability to achieve capital appreciation of the funds could be affected by any significant general change in the value of the investments held by the funds. There can be negative movements in valuations which can be due to deterioration in a specific portfolio company’s performance and changes in market multiples. In highly leveraged companies, reductions in earnings may have a significantly greater impact on their valuation because of the application of a multiple to earnings in combination with the leverage itself. Private equity investments, by their nature, involve uncertainty as to the ultimate value likely to be realised upon disposal of those investments (if at all), particularly because their predominantly unquoted nature means that a ready market may not exist for them. Portfolio companies may be difficult to value and disposals, if any, of such investments may require a lengthy period of time depending on the market for such investments at the time. The value of these investments could decrease and the Issuer, as an investor in a fund, may not recover the full amount of its original investment.

The value of the assets of the funds may be affected by uncertainties, such as political developments, changes in government policies, regulations, laws, taxation, currency fluctuations, currency repatriation and other restrictions, in some of the countries in which the funds may invest. The Issuer, directly or indirectly through the funds, may also be exposed to these risks. In addition to this, a fund manager’s ability to realise certain assets in whole or in part may be subject to contractual restrictions such as shareholder lock-up arrangements.

Save as disclosed in “Business Description – Information on the SVG Capital private equity portfolio – Material Developments since 31 December 2007”, the information in this document regarding the value of the Issuer's portfolio is stated as at 31 December 2007. The portfolio will be revalued as at 30 June 2008 and the results of such revaluation will be publicly announced once the valuation process has been completed. This will not occur before the Closing Date. As a result, the valuation of the Issuer's portfolio as at 31 December 2007 is not current and may have been adversely affected by developments of which the Issuer is not aware as well as those noted on pages 64 to 65 and which do not become apparent to the Issuer until the results of the 30 June 2008 revaluation process are finalised. In valuing its portfolio, the Issuer is dependent on such information as Permira and other fund managers may provide. This information is necessarily limited, subjective and depends on the accuracy of judgments. There can be no assurance that such information or judgments are accurate or complete. See “Business Description – Information on the SVG Capital private equity portfolio – Material Developments since 31 December 2007”.

Illiquidity of the Issuer’s Investments

Many of the Issuer’s investments will be highly illiquid and may not be capable of being realised in a timely manner or at all. Accordingly, the Issuer may not be able to sell its investments in funds at their net asset value or even at discounted prices below the net asset value. Consequently, the timing of returns, if any, to the Issuer is uncertain and unpredictable. If the Issuer wishes to transfer its holdings in any fund, the general partner or manager may have the right to refuse to consent to the transfer of an interest in such fund.

1 €123 million has been utilised as at 31 December 2007. 2 Using 30 April 2008 exchange rates.

Indemnities

Fund documentation typically contains indemnities from each investor in the funds in favour of the general partner or manager and related persons such as directors, officers, employees and agents, in respect of specified or general liabilities incurred in connection with the business of the funds or as a result of acting in the relevant capacity. Such indemnities are often limited to the assets of the relevant funds (which include investors’ uncalled commitments to the fund), and therefore, as regards each investor in a fund, to the amount of the commitment of such investor to a fund. Claims under such indemnities could result in the loss in whole or in part of the Issuer’s investment in any relevant funds.

Clawbacks

During the term of a fund the general partner or manager of the fund will in some circumstances be permitted to make capital calls on a limited basis to indemnify the general partner or manager or to pay the claims of the creditors of that fund. If such obligations arise when the fund has insufficient assets, the general partner or manager will often have a contractual right to a Clawback in order to fund these obligations. “Clawback” means the right of a general partner or manager of a fund to require its investors to return specified amounts of distributions received by such investors from the relevant fund if assets otherwise available to such fund are insufficient to satisfy certain liabilities of such fund.

Key Individuals and Unregulated Investment Vehicles

Investors in funds need to rely on key individuals to determine their investment strategies and/or to make investment and disposal decisions. The loss of any such individuals, especially at Permira or SVG Advisers, may jeopardise the investment performance of those funds, which could have an impact on the value of the Issuer. A significant portion of the funds in which the Issuer invests constitute limited partnerships and, therefore, may be unregulated investment vehicles.

Operational History of the Funds

Certain of the funds may have limited or no operational history. Past performance of funds, or other vehicles managed by the same persons as such funds, cannot be considered a guarantee of, or necessarily a guide to, future performance. No assurance can be given that the performance of a fund will match industry averages.

Fund Leverage Could Subject Assets of the Fund to the Claims of Creditors of the Fund

The general partners or managers of certain funds have the right to cause a fund to incur borrowings. The obligations under such borrowings are sometimes secured by all or a portion of the aggregate unpaid commitments of all investors in the fund. Such borrowings are generally used to bridge the period between the making of a call and the payment of such call by investors in the fund and for other cash flow purposes. The existence of leverage at the fund level could subject the assets of the fund to the claims of creditors of the fund or adversely impact the distributions to its investors.

Contingent Liabilities on Disposals of Fund Investments

In connection with the disposal of fund investments, a fund may be required to make representations and/or warranties about a portfolio company’s business and financial affairs that are typical of those made in connection with the sale of a business. The fund also may be required to indemnify the purchaser of such investment to the extent that any such representations and/or warranties are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which the general partner or manager of such fund may establish reserves or escrow accounts. In addition, investors in such funds may be required to return some or all amounts distributed to them to fund indemnity obligations.

Defaults on Capital Calls

A fund’s documentation generally provides for certain penalties in the event that an investor in the fund fails to meet a capital call. There is typically a grace period during which interest accrues on the unpaid amount. If the default continues, the investor may become subject to an escalating level of sanctions, including termination of the investor’s right to participate in future investments, loss of its entitlement to distributions or income but not its liability for losses or expenses, mandatory transfer or sale of its interest, continuing liability for interest in respect of the defaulted amount, partial or total forfeiture of the investor’s interest and liability for any other rights and remedies (including legal remedies) the general partner or manager may have against the investor. Certain funds give the general partner or manager the right to proceed directly to forfeiture proceedings following notice and continuation of default by an investor. In the case of a forfeiture, the share of the fund held by the defaulting investor would generally be allocated among the general partner or manager and the remaining investors. Consequently, any failure by the Issuer to meet any capital call may adversely affect the net asset value of the Issuer.

Over-Commitment

An important factor in its performance is the Issuer’s over-commitment strategy. The Issuer’s over- commitments could result in periods in which the Issuer has insufficient liquidity to fund its commitments or to pay other amounts payable by the Issuer. Although the Issuer will monitor cash flow projections relating to the funds, there can be no assurance that commitments to funds will be met in full or at all or otherwise that the over-commitment strategy will be successfully implemented. Failure by the Issuer to meet its commitments could result in defaults by the Issuer under the documentation pursuant to which the commitments are made, which is likely to result in the Issuer incurring losses on such commitments.

Currency Fluctuations

The Issuer is exposed to currency risk since the majority of its assets and liabilities are denominated in foreign currency and their sterling value can be significantly affected by movements in foreign exchange rates. Changes in rates of exchange may have an adverse effect on the value, price or income of the Issuer’s investments. Increases or decreases in the value of the euro against sterling, for example, will affect the Issuer’s net earnings and the value of balance sheet items. The Issuer does not normally hedge against foreign currency movements affecting the value of its investments. However, currency risk is monitored on a regular basis by the Board and cash balances are held in accordance with an agreed policy to match, as far as possible, anticipated future commitments. The Issuer's existing bank facility is a multi-currency facility. In addition, the funds are denominated in a number of currencies. The funds may, but are not required to, seek to minimise their exposure to currency fluctuations through the use of hedging techniques and instruments, but it may not be possible or practicable to hedge against consequent currency exposure.

Investment Returns

The Issuer’s past performance is not necessarily a guide to its future performance. The investment returns to the Issuer in the future may differ materially from the historical returns of the funds and will depend, among other things, on changes in the composition of the Issuer’s portfolio. The task of fund managers identifying investment opportunities in portfolio companies, managing such investments and realising a return for investors is difficult. The funds will participate in a limited number of investments and, as a consequence, the aggregate return of any fund may be adversely affected by the unfavourable performance of any single investment. There can be no assurance that the funds will be able to invest their committed capital or generate returns for the Issuer. The income from the Issuer’s investments is subject to change, which in turn could affect the Issuer’s investment return and may affect the amount of dividends the Issuer pays to its investors.

Competition for Investments

The funds may face competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and companies, strategic industry acquirers and other financial investors investing directly or through affiliates. Furthermore, over the past several years, there has been a substantial increase in the size and number of private equity funds that have been formed. New funds with similar investment objectives may be formed in the future. The private equity investment industry in which the funds are engaged is highly competitive. There can be no assurance that the funds will be able to locate and complete investments which satisfy each fund’s rate of return objectives or realise such investments, or that the funds will be able to invest fully their committed capital, in which cases the funds could generate lower than expected returns.

Leverage in Portfolio Companies

The funds’ investments are expected to include companies whose capital structures may have significant leverage. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments will increase the exposure of the portfolio companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired by the funds may be the most junior in what will typically be a complex capital structure, and thus subject possibly to the greatest risk of loss.

Regulatory Environment

The regulatory environment in which the Group operates is increasingly complex and the Group faces a number of regulatory risks. Breaches of regulations such as the Listing Rules could give rise to detrimental consequences, including damage to the Group's reputation. Key regulatory risks have been identified and appropriate monitoring of such risks is undertaken on behalf of the Board. Three of the Issuer's subsidiaries: SVG Advisers Limited, SVG Investment Managers Limited and SVG Managers Limited are authorised and regulated by the Financial Services Authority. Notwithstanding anything in this risk factor, this risk factor should not be taken as implying that the Issuer will be unable to comply with its obligations as a company with securities admitted to the Official List.

Management Fees, Expenses and Carried Interest

Management fees and fund expenses are paid by the funds and amounts representing Carried Interest may be paid by the funds from time to time depending on performance. Carried Interest may be calculated on the basis of unrealised gains which may not, in fact, be realised. This may have an effect on the valuation of the funds.

SVGA Group

SVG Advisers has, over the period from 31 December 2001 to 31 December 2007 and taken as a whole, demonstrated a significant growth in earnings, with growing assets and commitments under management, and increasing external income from investment advisory services. However, there can be no assurance that such rate of growth will continue. The activities of the SVGA Group, which include managing structured products, may have an impact on the business and reputation of the Issuer.

Taxation

The Directors have in the past managed, and intend to continue to manage, the affairs of the Issuer so that it should satisfy the current conditions for approval by HMRC as an investment trust under Section 842, and for these purposes the Directors intend that the Issuer's income will be derived wholly or mainly from shares or securities, as determined for the purposes of that section. One of these conditions in particular restricts the investments a company seeking such approval can make. Satisfying this condition will mean, inter alia, that the Issuer will not be able to acquire shares or securities in any one company if

12 such shares or securities (taken together) would represent more than 15 per cent. of the Issuer's investments by value at the time of acquisition. For this purpose, unit trust schemes will be treated as companies and units therein as shares of such companies. There are also special rules under which all of the Issuer's holdings in companies which are members of a group (where “group” means a company and its 51 per cent. subsidiary companies, as defined for tax purposes), will, in each case, be aggregated and treated as a holding in one company for the purposes of this test. Further, if the Issuer's interest in a company increases due to further investment in that company (including further investment in the same company by different funds or co-investment), the whole of such interest will be treated as having been acquired at the time of the increased investment for the purposes of testing whether the above condition is satisfied. A breach of Section 842 could result in the Issuer being subject to corporation tax on realised gains on the sale of its investments. However, the Issuer has strict controls in place with the aim of satisfying the current conditions for approval under Section 842 and utilises specialist tax advisers to provide advice on changes to taxation legislation and practice.

Any change in taxation legislation or practice could affect the value of the Issuer's investments and, as a result, its performance.

Change of Law

This document has been prepared by the Issuer on the basis of laws, rules and regulations (and interpretations thereof) in force as at the date of this document. Such laws, rules and regulations (and interpretations thereof) may be subject to change or adverse interpretations and that may result in the Issuer’s business and/or financial position and/or prospects being adversely affected.

Risks relating to the Bonds Bonds may not be a suitable investment for all investors

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;

(iii) understand thoroughly the terms of the Bonds and be familiar with the behaviour of financial markets in which they participate; and

(iv) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Bonds may be redeemed prior to maturity

The Conditions provide that the Bonds are redeemable at the Issuer’s option in certain limited circumstances and accordingly the Issuer may choose to redeem the outstanding Bonds at times when prevailing interest rates may be relatively low. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Bonds.

Modification, waivers and substitution

The Trust Deed contains provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders including

Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority.

The Terms and Conditions of the Bonds provide that the Trustee may, without the consent of Bondholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Trust Deed or the Bonds; (ii) determine without the consent of the Bondholders that any Event of Default or Potential Event of Default shall not be treated as such; or (iii) the substitution of any Subsidiary of the Issuer or of Newco as principal debtor under any Bonds in place of the Issuer, in the circumstances described in Condition 13.

The Issuer’s obligations under the Bonds are subordinated

The Bonds constitute direct and unsecured obligations of the Issuer ranking pari passu and without any preference among themselves. In the event of the insolvency of the Issuer, the rights and claims of Bondholders and Couponholders will be subordinated to the claims of Senior Creditors (as defined in the “Terms and Conditions of the Bonds”), such that no payments will be made to the Bondholders or Couponholders until payment in full has been made to the Senior Creditors.

In the event of the insolvency of the Issuer, it will be required to pay the Senior Creditors and the Issuer’s other unsubordinated creditors in full before it can make any payments on the Bonds. If this occurs, the Issuer may not have enough assets remaining after these payments to pay amounts due under the Bonds. Although the Bonds may pay a higher rate of interest than comparable instruments which are not subordinated, there is a real risk that an investor in the Bonds will lose some of his investment should the Issuer become insolvent.

Risks attached to the exercise of Conversion Rights

At any point when the Bonds are outstanding, depending on the performance of the Ordinary Shares, the value of the Ordinary Shares may be substantially lower than when the Bonds were initially purchased. In addition, because there will be a delay between when Conversion Rights are exercised and when Ordinary Shares are delivered, the value of the Ordinary Shares to be delivered may vary substantially between the date on which Conversion Rights are exercised and the date on which such Ordinary Shares are delivered. Bondholders exercising a Conversion Right will be required to represent, inter alia, that (i) they are not a U.S. Person, or, (ii) if a U.S. Person, they are a qualified purchaser, each term as determined in accordance with the Investment Company Act 1940. Bondholders unable to give such representations will not be able to exercise their Conversion Rights.

There is a limited period for, and costs associated with, the exercise of Conversion Rights

A Bondholder will, subject as more fully described herein under “Terms and Conditions of the Bonds”, have the right to convert his or her Bonds into Ordinary Shares. Conversion Rights may be exercised, subject as provided herein, at any time on or after 16 July 2008 up to: (a) the close of business (at the place where such Bond is deposited for conversion) six days prior to the Final Maturity Date; or (b) if the Bonds have been called for redemption by the Issuer before the Final Maturity Date, the close of business six days prior to the date fixed for redemption. If the Conversion Rights are not exercised by Bondholders during this period, the Bonds will be redeemed at their principal amount on the Final Maturity Date unless the Bonds are previously purchased and cancelled or redeemed in accordance with the Conditions.

Bondholders have limited anti-dilution protection

The Conversion Price at which the Bonds may be converted into Ordinary Shares will be adjusted in the event that there is a consolidation, reclassification or subdivision of the Ordinary Shares, capitalisation of profits, capital distribution, rights issue or grant of other subscription rights or other adjustment, including a spin-off event, which affects the Ordinary Shares, but only in the situations and only to the extent provided under “Terms and Conditions of the Bonds – Conversion”. There is no requirement that there

14 should be an adjustment for every corporate or other event that may affect the value of the Ordinary Shares. Events in respect of which no adjustment is made may adversely affect the value of the Ordinary Shares and, therefore, adversely affect the value of the Bonds.

Bondholders will bear the risk of fluctuation in the price of the Ordinary Shares

The market price of the Bonds is expected to be affected by fluctuations in the market price of the Ordinary Shares and it is impossible to predict whether the price of the Ordinary Shares will rise or fall. Trading prices of the Ordinary Shares will be influenced by, among other things, the financial position of the Issuer, its results of operations and political, economic, financial and other factors. Any decline in the market price of the Ordinary Shares may have an adverse effect on the market price of the Bonds.

The future issue of Ordinary Shares by the Issuer or the disposal of Ordinary Shares by any substantial shareholders of the Issuer or the perception that such issues or sales may occur may significantly affect the trading price of the Bonds and the Ordinary Shares. The Issuer has agreed to certain restrictions on its ability to issue or dispose of Ordinary Shares or related securities for 90 days after the date of the Underwriting Agreement. Except for such restrictions and the undertakings of the Issuer described in Condition 10 (see “Terms and Conditions of the Bonds - Undertakings”), there is no restriction on the Issuer’s ability to issue Ordinary Shares, and there can be no assurance that the Issuer will not issue Ordinary Shares or that any substantial shareholder will not dispose of, encumber, or pledge its Ordinary Shares or related securities.

The Global Bond is held by or on behalf of Euroclear and Clearstream, Luxembourg

The Bonds will be represented by the Global Bond. The Global Bond will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described in the Global Bond, investors will not be entitled to receive Bonds in definitive form. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Bond. While the Bonds are represented by the Global Bond, investors will be able to trade their beneficial interests in the Global Bond only through Euroclear and Clearstream, Luxembourg.

The Issuer will discharge its payment obligations under the Bonds by making payments to the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their accountholders. A holder of a beneficial interest in the Global Bond must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Bonds. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Bond.

No active trading market for the Bonds

The Bonds are new securities which may not be widely distributed and for which there is currently no active trading market. If the Bonds are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions, the Group’s results of operations and the market price of the Ordinary Shares. Although applications have been made for the Bonds to be admitted to the Official List of the UKLA and to trading on the Professional Securities Market of the London Stock Exchange, there is no assurance that such applications will be accepted or that an active trading market will develop. Accordingly, there can be no assurance as to the development or liquidity of any trading market for the Bonds.

TERMS AND CONDITIONS OF THE BONDS

The following, subject to completion and amendment, and save for the paragraphs in italics, is the text of the Terms and Conditions of the Bonds which will be incorporated by reference into the Global Bond and endorsed on the Bonds in definitive form (if issued).

The issue of the £120,000,000 8.25 per cent. Convertible Bonds due 2016 (the “Bonds” which term shall, unless otherwise indicated, include any further bonds issued pursuant to Condition 17 and consolidated and forming a single series therewith (“Further Bonds”)) was (save in respect of any such Further Bonds) authorised by a resolution of the Board of Directors of SVG Capital plc (the “Issuer”) passed on 23 April 2008 and by a resolution of a duly authorised committee of the Board of Directors of the Issuer passed on 7 May 2008.

The Bonds are constituted by a trust deed dated 5 June 2008 (the “Trust Deed”) between the Issuer and HSBC Corporate Trustee Company (UK) Limited (the “Trustee”, which expression shall include all persons for the time being appointed as the trustee or trustees under the Trust Deed) as trustee for the holders (as defined below) of the Bonds. The statements set out in these Terms and Conditions (the “Conditions”) are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the forms of the Bonds in both global and definitive form and the interest coupons relating to them (the “Coupons”). The Bondholders and Couponholders (both as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those provisions applicable to them which are contained in the Paying and Conversion Agency Agreement dated 5 June 2008 (the “Agency Agreement”) relating to the Bonds between the Issuer, the Trustee and HSBC Bank plc in its capacity as Principal Paying and Conversion Agent (the “Principal Paying and Conversion Agent”, which expression shall include any successor as principal paying and conversion agent under the Agency Agreement), the paying and conversion agents for the time being (such persons, together with the Principal Paying and Conversion Agent, being referred to below as the “Paying and Conversion Agents”, which expression shall include their successors as paying and conversion agents under the Agency Agreement) and any other paying and conversion agent appointed under these Conditions. Copies of each of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the Closing Date at Level 24, 8 Canada Square, London E14 5HQ), and at the specified offices of the Paying and Conversion Agents.

Capitalised terms used but not defined in these Conditions shall have the meanings ascribed to them in the Trust Deed, unless, in any case, the context otherwise requires or unless otherwise stated.

1 Form, Denomination and Title

(a) Form and Denomination

The Bonds are in bearer form, serially numbered, in principal amounts of £50,000 each with Coupons attached.

(b) Title

Title to the Bonds and Coupons will pass by delivery. The holder of any Bond will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or its theft or loss or anything written on it) and no person will be liable for so treating the holder.

2 Status, Subordination and Indebtedness Restriction

(a) Status and Subordination

The Bonds constitute direct and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The rights and claims of the Bondholders and the Couponholders will, in the event of the insolvency of the Issuer, be subordinated to the claims of the Senior Creditors such that, upon any insolvency of the Issuer, no payments will be made to the Bondholders or Couponholders until payment in full has been made to the Senior Creditors.

(b) Indebtedness Restriction

The Issuer may not, and will procure that none of its Subsidiaries will, incur any Subordinated Indebtedness except to the extent that, immediately following the incurrence of such Subordinated Indebtedness, the total Subordinated Indebtedness of the Issuer and its consolidated Subsidiaries is equal to or less than 20 per cent. of the consolidated total assets of the Group as shown in the most recently published consolidated balance sheet of the Issuer.

3 Definitions

In these Conditions:

“Additional Shares” has the meaning provided in Condition 5(c).

“Aggregate Value” means, in respect of any dealing day, the amount calculated as follows:

AV = OS x MP

where

AV = the Aggregate Value

OS = the number of Ordinary Shares that would fall to be issued on the exercise of the Conversion Right in respect of a Bond in the principal amount of £50,000 (rounded down if necessary to the nearest whole number of Ordinary Shares), assuming the Conversion Date to be such dealing day.

MP = the Volume Weighted Average Price of an Ordinary Share on such dealing day (provided that if on any such dealing day the Volume Weighted Average Price shall have been based on a price cum-Dividend or cum- any other entitlement the Volume Weighted Average Price on such dealing day shall be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Ordinary Share as at the date of first public announcement of such Dividend or entitlement (or, if that is not a dealing day, the immediately preceding dealing day) (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom)).

“Bank Agreement” means the €750,000,000 Multicurrency Revolving Facility Agreement dated 10 March 2006 and made between the Issuer and the Lenders (as defined therein) as the same may be amended, restated, novated, replaced or substituted from time to time and including, for the avoidance of doubt but without limitation, any amendment, restatement, novation, replacement or substitution to increase the amount of such facility.

“Bank Facility” means the Bank Agreement and the Finance Documents (as defined in the Bank Agreement).

“Bondholder” and “holder” mean the holder of any Bond.

“business day” means, in relation to any place, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in such place.

“Capital Distribution” has the meaning provided in Condition 5(b)(iii).

A “Change of Control” shall occur if a person or group of persons who on the Closing Date does not or do not have control of the Issuer, acting in concert gain control of the Issuer, where, (x) “control” means: (a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (i) cast, or control the casting of, more than one-half of the maximum number of votes that may be cast at a general meeting of the Issuer, (ii) appoint or remove all, or a majority, of the directors or other equivalent officers of the Issuer, or (iii) give directions with respect to the operating and financial policies of the Issuer which the directors or other equivalent officers of the Issuer are obliged to comply with; or (b) the holding of more than one-half of the issued share capital of the Issuer (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital), and (y) “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly of shares in the Issuer, to obtain or consolidate control of the Issuer.

“Change of Control Conversion Price” has the meaning provided in Condition 5(b)(x).

“Change of Control Notice” has the meaning provided in Condition 5(l).

“Change of Control Period” has the meaning provided in Condition 5(b)(x).

“Change of Control Put Date” has the meaning provided in Condition 6(d).

“Closing Date” means 5 June 2008.

“Companies Act” means the Companies Act 2006.

“Conversion Date” has the meaning provided in Condition 5(h).

“Conversion Notice” has the meaning provided in Condition 5(h).

“Conversion Period” has the meaning provided in Condition 5(a).

“Conversion Price” has the meaning provided in Condition 5(a)(ii).

“Conversion Right” has the meaning provided in Condition 5(a)(i).

“Couponholder” means the holder of any Coupon.

“Current Market Price” means, in respect of an Ordinary Share at a particular date, the average of the Volume Weighted Average Price of an Ordinary Share for the five consecutive dealing days ending on the dealing day immediately preceding such date; provided that if at any time during the said five- dealing-day period the Volume Weighted Average Price of an Ordinary Share shall have been based on a price ex-Dividend (or ex- any other entitlement) and during some other part of that period the Volume Weighted Average Price of an Ordinary Share shall have been based on a price cum-Dividend (or cum- any other entitlement), then:

(a) if the Ordinary Shares to be issued do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price of an Ordinary Share on the dealing days on which the Volume Weighted Average Price shall have been based on a price cum-Dividend (or cum- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Ordinary Share as at the date of first public announcement of such Dividend (or entitlement) (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom); or

(b) if the Ordinary Shares to be issued do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price of an Ordinary Share on the dealing days on which the Volume Weighted Average Price shall have been based on a price ex-Dividend (or ex- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof increased by an amount equal to the Fair Market Value of any such Dividend or entitlement per Ordinary Share as at the date of first public announcement of such Dividend (or entitlement) (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom), and provided further that if on each of the said five dealing days the Volume Weighted Average Price of an Ordinary Share shall have been based on a price cum-Dividend (or cum- any other entitlement) in respect of a Dividend (or other entitlement) which has been declared or announced but the Ordinary Shares to be issued do not rank for that Dividend (or other entitlement) the Volume Weighted Average Prices on each of such dealing days shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Ordinary Share as at the date of the first public announcement of such Dividend or entitlement (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom), and provided further that, if the Volume Weighted Average Price is not available on one or more of the said five dealing days (disregarding for this purpose the first proviso to the definition of Volume Weighted Average Price), then the average of the Volume Weighted Average Price available in that five dealing day period shall be used (subject to a minimum of two such prices) and if only one, or no, such Volume Weighted Average Price is available in the relevant period the Current Market Price shall be determined in good faith by an Independent Financial Adviser.

“Current Year’s Dividend” has the meaning provided in Condition 5(b)(iii).

“dealing day” means a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is open for business, other than a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is scheduled to, or does, close prior to its regular weekday closing time.

“Dividend” has the meaning provided in Condition 5(b)(iii).

“Effective Date” has the meaning provided in Condition 5(b)(iii).

“Event of Default” has the meaning provided in Condition 9.

“Exempt Newco Scheme” has the meaning provided in Condition 5(b)(x).

“Existing Shareholders” has the meaning provided in Condition 5(b)(x).

“Extraordinary Resolution” has the meaning provided in the Trust Deed.

“Fair Market Value” has the meaning provided in Condition 5(b)(iii).

“Final Maturity Date” means 5 June 2016.

“Finance Parties” has the meaning provided in the Bank Agreement.

“Group” means the Issuer and its Subsidiaries, from time to time.

“Independent Financial Adviser” means an investment bank of international repute appointed by the Issuer and approved in writing by the Trustee or, if the Issuer fails to make such appointment and such failure continues for a reasonable period (as determined by the Trustee), appointed by the Trustee following notification to the Issuer and provided that the Trustee has no obligation to make such

19 appointment unless it has been indemnified and/or provided with security to its satisfaction in respect of all costs, fees and expenses of such adviser.

“Interest Payment Date” has the meaning provided in Condition 4(a).

“Interest Period” has the meaning provided in Condition 4(a).

“London Stock Exchange” means the London Stock Exchange plc.

“Newco” has the meaning provided in Condition 5(b)(x).

“Newco Scheme” has the meaning provided in Condition 5(b)(x).

“Newco Scheme Modification” has the meaning provided in Condition 13(a).

“Notes” means the notes issued by the Issuer pursuant to the Note Purchase Agreements and as described therein and any other notes issued by the Issuer on substantially similar terms with a maturity date which falls after the Final Maturity Date.

“Note Purchase Agreements” means (1) the note purchase agreement dated 18 July 2006 and made between the Issuer and the Purchasers (as defined therein and listed in Schedule A thereto), and (2) the note purchase agreement dated 2 August 2007 and made between the Issuer and the Purchasers (as defined therein and listed in Schedule A thereto), each as may be amended, restated, novated, replaced or substituted from time to time including, for the avoidance of doubt but without limitation, any amendment, restatement, novation, replacement or substitution to increase the principal amount outstanding.

“Optional Redemption Date” has the meaning provided in Condition 6(b).

“Optional Redemption Notice” has the meaning provided in Condition 6(b).

“Ordinary Shares” means the fully-paid ordinary shares of the Issuer having a nominal value at the Closing Date of £1.00 each.

“outstanding” has the meaning provided in the Trust Deed.

“Potential Event of Default” means an event or circumstance which could with the giving of notice, lapse of time, issue of a certificate and/or fulfilment of any requirement provided for in Condition 9 become an Event of Default.

“Presentation Date” means a day which:

(a) is or falls after the relevant due date, but, if the due date is not or was not a business day in London, is or falls after the next following such business day; and

(b) is a business day in the place of the specified office of the Paying and Conversion Agent at which the Bond or Coupon is presented for payment and, in the case of payment by transfer to a Sterling account in London as referred to in these Conditions, in London.

“Prevailing Rate” means, in respect of any currencies on any day, the spot rate of exchange between the relevant currencies as at or about 12 noon (London time) on that date as appearing on or derived from the Relevant Page or, if such rate cannot be determined at such time, such rate prevailing as at or about 12 noon (London time) on the immediately preceding day on which such rate can be so determined.

“Put Exercise Notice” has the meaning provided in Condition 6(d).

“Reference Amount” has the meaning provided in Condition 5(b)(iii).

“Reference Date” has the meaning provided in Condition 5(a).

“Relevant Date” means, in respect of any Bond or Coupon, whichever is the later of (i) the date on which payment in respect of it first becomes due and (ii) if any amount of the money payable is improperly withheld or refused the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given by the Issuer or to the Bondholders in accordance with Condition 16 that, upon further presentation of the Bond or Coupon, where required pursuant to these Conditions, being made, such payment will be made, provided that such payment is in fact made as provided in these Conditions.

“Relevant Dividend” has the meaning provided in Condition 5(b)(iii).

“Relevant Financial Year” has the meaning provided in Condition 5(b)(iii).

“Relevant Page” means the relevant page on Bloomberg or such other information service provider that displays the relevant information.

“Relevant Stock Exchange” means at any time, in respect of the Ordinary Shares, the Official List of the UK Listing Authority and/or as the context requires the London Stock Exchange’s EEA Regulated Market or, if at the relevant time the Ordinary Shares are not at that time so listed, the principal stock exchange or securities market on which the Ordinary Shares are then listed or quoted or dealt in.

“Retroactive Adjustment” has the meaning provided in Condition 5(c).

“Scheme of Arrangement” has the meaning provided in Condition 5(b)(x).

“securities” means any securities including, without limitation, Ordinary Shares and options, warrants or other rights to subscribe for or purchase or acquire Ordinary Shares.

“Senior Creditors” means (i) the Finance Parties, in respect of their claims under the Bank Facility, (ii) any other creditors in respect of their claims under documentation on substantially similar terms to the Bank Facility and (iii) the holders of the Notes, in respect of their claims under the Notes or the Note Purchase Agreements.

“Shareholders” has the meaning provided in Condition 5(b)(ii).

“Specified Share Day” has the meaning provided in Condition 5(b)(iii).

“Specified Date” has the meaning provided in Condition 5(b)(vii) for the purposes of that Condition only and the meaning provided in Condition 5(b)(viii) for the purposes of that Condition only.

“Spin-Off” has the meaning provided in Condition 5(b)(iii).

“Spin-Off Securities” has the meaning provided in Condition 5(b)(iii).

“Subordinated Indebtedness” means (a) the Bonds and (b) any other indebtedness for borrowed money in relation to which the claims of the relevant creditor rank or are expressed to rank (i) pari passu with the claims of the Bondholders or (ii) otherwise subordinated to the claims of the Senior Creditors.

“Subsidiary” means an entity which is either (a) a subsidiary of the Issuer within the meaning of Section 1159 of the Companies Act or (b) a subsidiary undertaking of the Issuer within the meaning of Section 1162 of the Companies Act, including for these purposes, The Platinum Trust.

“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of the Financial Services and Markets Act 2000.

“Volume Weighted Average Price” means, in respect of an Ordinary Share or, as the case may be, a Spin-Off Security on any dealing day, the volume weighted average price of an Ordinary Share or, as the case may be, a Spin-Off Security appearing on or derived from Bloomberg page AQR or any successor page or such other source as shall be determined to be appropriate by an Independent Financial Adviser on such dealing day, provided that if on any such dealing day such price is not available or cannot

otherwise be determined as provided above, the Volume Weighted Average Price in respect of such dealing day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding dealing day on which the same can be so determined.

“£” and “Sterling” means the lawful currency for the time being of the United Kingdom.

The phrase “ordinary share capital” has the meaning provided in Section 832 of the Income and Corporation Taxes Act 1988 and the phrase “equity share capital” has the meaning provided in Section 548 of the Companies Act.

References to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment.

References to any issue or offer or grant to Shareholders or Existing Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders other than Shareholders to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.

In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Financial Adviser determines in good faith to be appropriate to reflect any consolidation or sub-division of the Ordinary Shares or any issue of Ordinary Shares by way of capitalisation of profits or reserves, or any like or similar event.

For the purposes of Conditions 5(b), (c), (h) and (j) and Condition 10 only, Ordinary Shares held by or on behalf of the Issuer or any of its Subsidiaries (and which, in the case of Condition 5(b)(iv) and (vi), do not rank for the relevant right or other entitlement) shall not be considered as or treated as “in issue”.

In relation to the Ordinary Shares, references in these Conditions to listing on the London Stock Exchange (or like or similar references) shall be construed as admission to the Official List of the UK Listing Authority and admission to trading on the EEA Regulated Market of the London Stock Exchange.

4 Interest (a) Interest Rate

The Bonds bear interest from and including the Closing Date at the rate of 8.25 per cent. per annum calculated by reference to the principal amount thereof and payable semi-annually in equal instalments in arrear on 5 June and 5 December in each year (each an “Interest Payment Date”), commencing with the Interest Payment Date falling on 5 December 2008.

The amount of interest payable in respect of any period which is shorter than an Interest Period shall be calculated on the basis of the number of calendar days in the relevant period from (and including) the first calendar day of such period to (but excluding) the last calendar day of such period divided by the product of two and the number of calendar days from (and including) the immediately preceding Interest Payment Date (or, if none, the Closing Date) to (but excluding) the next Interest Payment Date.

“Interest Period” means the payment period beginning on (and including) the Closing Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

(b) Accrual of Interest

Each Bond will cease to bear interest (i) where the Conversion Right shall have been exercised by a Bondholder, from the Interest Payment Date immediately preceding the relevant Conversion

Date or, if none, the Closing Date (subject in any such case as provided in Condition 5(k)) or (ii) in the case of a redemption of the Bonds, from the due date for redemption thereof unless, upon due presentation thereof, payment of the principal amount of the Bonds is improperly withheld or refused, in which event interest will continue to accrue at the rate specified in Condition 4(a) (both before and after judgement) until whichever is the earlier of (a) the calendar day on which all sums due in respect of such Bond up to that day are received by or on behalf of the relevant holder, and (b) the day seven calendar days after the Trustee or the Principal Paying and Conversion Agent has notified Bondholders of receipt of all sums due in respect of all the Bonds up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions). 5 Conversion

(a) Conversion Period and Conversion Price

(i) Each Bond shall confer on the holder the right (such right a “Conversion Right”) to convert each Bond into fully paid Ordinary Shares of the Issuer.

(ii) The number of Ordinary Shares to be issued on exercise of a Conversion Right shall be determined by dividing the principal amount of the Bonds to be converted by the conversion price (the “Conversion Price”) in effect on the relevant Conversion Date.

(iii) The initial Conversion Price is £10.00 per Ordinary Share. The Conversion Price is subject to adjustment in the circumstances described in Condition 5(b).

(iv) A Bondholder may exercise the Conversion Right in respect of a Bond by delivering such Bond to the specified office of any Paying and Conversion Agent in accordance with Condition 5(h) whereupon the Issuer shall procure delivery to or as directed by the relevant Bondholder of fully paid Ordinary Shares as provided in this Condition 5.

(v) Subject to and as provided in these Conditions, the Conversion Right in respect of a Bond may be exercised, at the option of the holder thereof, at any time (subject to any applicable fiscal or other laws or regulations and as hereinafter provided) from 16 July 2008 to the close of business (in the place where the relevant Bond is delivered for conversion) on the date falling six calendar days prior to the Final Maturity Date (both days inclusive) or, if the Bonds shall have been called for redemption pursuant to Condition 6(b) prior to the Final Maturity Date, then up to the close of business (in the place aforesaid) on the sixth calendar day before the date fixed for redemption thereof or if notice requiring redemption has been given by the holder of such Bond pursuant to Condition 6(d) then up to the close of business (in the place aforesaid) on the day prior to giving such notice, unless there shall be default in making payment in respect of such Bond on such date fixed for redemption, in which event the period during which the Conversion Right may be exercised shall extend up to the close of business (in the place aforesaid) on the date on which the full amount of such payment becomes available for payment and notice of such availability has been duly given in accordance with Condition 16 or, if earlier, the Final Maturity Date; provided that, in each case, if the final such date for the exercise of Conversion Rights is not a business day in the place aforesaid, then the period during which the Conversion Right may be exercised shall end on the immediately preceding business day in the place aforesaid.

Conversion Rights may not be exercised (i) in respect of a Bond where the holder shall have exercised its right to require the Issuer to redeem such Bond pursuant to Condition 6(d), from the close of business (in the place aforesaid) on the day prior to the giving of the relevant redemption notice, or (ii) following the giving of notice by the Trustee pursuant to Condition 9.

Conversion Rights may only be exercised in respect of the whole of the principal amount of a Bond.

The period within which a Conversion Right may be exercised by a Bondholder is referred to as the “Conversion Period”.

Fractions of Ordinary Shares will not be issued on exercise of Conversion Rights and no cash payment or other adjustment will be made in lieu thereof. If a Conversion Right in respect of more than one Bond is exercised at any one time such that Ordinary Shares in respect of such exercise are to be registered in the same name, the number of Ordinary Shares to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds being so converted and rounded down to the nearest whole number of Ordinary Shares.

The Issuer will procure that Ordinary Shares to be issued on conversion will be issued to the holder of the Bonds completing the relevant Conversion Notice or his nominee. Such Ordinary Shares will be deemed to be issued as of the relevant Conversion Date. Any Additional Shares will be deemed to be issued as of the date on which the relevant Retroactive Adjustment takes effect or, if that is not a dealing day, the next following dealing day (the “Reference Date”).

(b) Adjustment of Conversion Price

Upon the happening of any of the events described below, the Conversion Price shall be adjusted as follows:

(i) If and whenever there shall be an alteration to the nominal value of the Ordinary Shares as a result of consolidation, reclassification or sub-division, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such alteration by the following fraction:

A B

where:

A is the nominal amount of one Ordinary Share immediately after such alteration; and

B is the nominal amount of one Ordinary Share immediately before such alteration.

Such adjustment shall become effective on the date the alteration takes effect.

(ii) If and whenever the Issuer shall issue any Ordinary Shares credited as fully paid to the holders of Ordinary Shares (the “Shareholders”) by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than (x) any such Ordinary Shares issued instead of the whole or part of a Dividend in cash which the Shareholders would or could otherwise have received or (y) where the Shareholders may elect to receive a Dividend in cash in lieu of such Ordinary Shares, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

A B

where:

A is the aggregate nominal amount of the issued Ordinary Shares immediately before such issue; and

B is the aggregate nominal amount of the issued Ordinary Shares immediately after such issue.

Such adjustment shall become effective on the date of issue of such Ordinary Shares.

(iii) If and whenever the Issuer shall pay or make any Capital Distribution (as defined below) to the Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such Capital Distribution by the following fraction:

− BA A

where:

A is the Current Market Price of one Ordinary Share on the Effective Date; and

B is the portion of the Fair Market Value (as defined below) of the Capital Distribution attributable to one Ordinary Share, with such portion being determined by dividing the Fair Market Value of the aggregate Capital Distribution by the number of Ordinary Shares entitled to receive the relevant Dividend (or, in the case of a purchase, buy back or redemption of Ordinary Shares or any receipts or certificates representing Ordinary Shares by or on behalf of the Issuer or any Subsidiary of the Issuer, by the number of Ordinary Shares in issue immediately prior to such purchase, buy back or redemption and treating as not being in issue any Ordinary Shares, or any Ordinary Shares represented by depositary or other receipts or certificates, purchased, redeemed or bought back).

Such adjustment shall become effective on the Effective Date.

“Capital Distribution” means:

(a) any Dividend which is expressed by the Issuer or declared by the Board of Directors of the Issuer to be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend, special distribution or return of value to shareholders of the Issuer or any analogous or similar term, in which case the Capital Distribution shall be the Fair Market Value of such Dividend; or

(b) a Spin-Off (in which case the Capital Distribution shall be the Fair Market Value of the relevant Spin-Off Securities or, as the case may be, the relevant property or assets); or

(c) any Dividend (other than a Spin-Off) (the “Relevant Dividend”) paid in respect of any financial year (the “Relevant Financial Year”) of the Issuer if the sum of:

(i) the Fair Market Value of the Relevant Dividend per Ordinary Share; and

(ii) the Fair Market Value per Ordinary Share of the aggregate of any other Dividend or Dividends paid or made in respect of the Relevant Financial Year (disregarding for such purpose any amount previously determined to be a Capital Distribution in respect of the Relevant Financial Year),

such sum being the “Current Year’s Dividends”, exceeds the Reference Amount, and in such case the amount of the relevant Capital Distribution shall be the amount by which the Current Year’s Dividends exceeds the Reference Amount.

“Effective Date” means the first date on which the Ordinary Shares are traded ex- the relevant Dividend on the Relevant Stock Exchange or, in the case of a purchase, redemption or buy back of Ordinary Shares or any depositary or other receipts or certificates representing Ordinary Shares, the date on which such purchase, redemption or

25 buy back is made or, in the case of a Spin-Off, the first date on which the Ordinary Shares are traded ex- the relevant Spin-Off on the Relevant Stock Exchange.

“Reference Amount” means, in respect of any Relevant Financial Year, the amount per Ordinary Share corresponding to the financial year set out below (adjusted pro rata for any adjustments to the Conversion Price made pursuant to the provisions of this Condition 5(b)):

Amount (pence)

In respect of the financial year ending: 31 December 2008...... 6.50 31 December 2009...... 7.15 31 December 2010...... 7.87 31 December 2011...... 8.66 31 December 2012...... 9.53 31 December 2013...... 10.48 31 December 2014...... 11.53 31 December 2015...... 12.68 31 December 2016...... 13.95

For the purposes of the above, the Fair Market Value of a Dividend shall (subject as provided in paragraph (a) of the definition of “Dividend” and in the definition of “Fair Market Value”) be determined as at the date of the first public announcement of the relevant Dividend.

In making any such calculation, such adjustments (if any) shall be made as an Independent Financial Adviser may determine in good faith to be appropriate to reflect (i) any consolidation or sub-division of any Ordinary Shares or the issue of Ordinary Shares by way of capitalisation of profits or reserves (or any like or similar event), or (ii) any change in the financial year of the Issuer.

“Dividend” means any dividend or distribution to Shareholders (including a Spin-Off) whether of cash, assets or other property, and whenever paid or made and however described and whether payable out of share premium account, profits, retained earnings or any other capital or revenue reserve or account (and for these purposes a distribution of assets includes without limitation an issue of Ordinary Shares or other securities credited as fully or partly paid up by way of capitalisation of profits or reserves) provided that:

(a) where a Dividend in cash is announced which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the issue or delivery of Ordinary Shares or other property or assets, or where a capitalisation of profits or reserves is announced which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the payment of cash, then for the purposes of this definition the Dividend in question shall be treated as a cash Dividend of the greater of (i) such cash amount and (ii) the Current Market Price of such Ordinary Shares or, as the case may be, the Fair Market Value of such other property or assets (on the date of the first public announcement of such Dividend or capitalisation (as the case may be) or, if later, the date on which the number of Ordinary Shares (or amount of property or assets, as the case may be) which may be issued or delivered is determined);

(b) any issue of Ordinary Shares falling within Condition 5(b)(ii) shall be disregarded;

(c) a purchase or redemption or buy back of share capital of the Issuer by the Issuer or any Subsidiary of the Issuer shall not constitute a Dividend unless the weighted average price per Ordinary Share (before expenses) on any one day (a “Specified Share Day”) in respect of such purchases or redemptions or buy backs (translated, if not in Sterling, into Sterling at the Prevailing Rate on such Specified Share Day) exceeds by more than five per cent. the average of the closing price of an Ordinary Share (as published by or derived from the Relevant Stock Exchange) on the five dealing days immediately preceding the Specified Share Day or, where an announcement (excluding, for the avoidance of doubt for these purposes, any general authority for such purchases, redemptions or buyback, approved by a general meeting of Shareholders or any notice convening such a meeting of Shareholders) has been made of the intention to purchase, redeem or buy back Ordinary Shares at some future date at a specified price, on the five dealing days immediately preceding the date of such announcement, in which case such purchase, redemption or buyback shall be deemed to constitute a cash Dividend to the extent that the aggregate price paid (before expenses) in respect of such Ordinary Shares purchased, redeemed or bought back by the Issuer or, as the case may be, any of its Subsidiaries (translated where appropriate into Sterling as provided above) exceeds the product of (i) 105 per cent. of such closing prices of the Ordinary Shares for such period (determined as aforesaid) and (ii) the number of Ordinary Shares so purchased, redeemed or bought back; and

(d) if the Issuer or any of its Subsidiaries shall purchase any receipts or certificates representing Ordinary Shares, the provisions of paragraph (c) shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined in good faith by an Independent Financial Adviser.

“Fair Market Value” means, with respect to any property on any date, the fair market value of that property as determined in good faith by an Independent Financial Adviser, provided, that (i) the Fair Market Value of a Dividend paid or to be paid in cash shall be the amount of such cash Dividend; (ii) the Fair Market Value of any other cash amount shall be the amount of such cash; (iii) where Spin-Off Securities, options, warrants or other rights are publicly traded in a market of adequate liquidity as determined by an Independent Financial Adviser, the Fair Market Value (a) of such Spin-Off Securities shall equal the arithmetic mean of the daily Volume Weighted Average Prices of such Spin-Off Securities and (b) of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights, in the case of both (a) and (b) during the period of five dealing days on the relevant market commencing on such date (or, if later, the first such dealing day such Spin-Off Securities, options, warrants or other rights are publicly traded), or such shorter period as such Spin-Off Securities, options, warrants or other rights are publicly traded; (iv) where Spin-Off Securities, options, warrants or other rights are not publicly traded (as aforesaid), the Fair Market Value of such Spin-Off Securities, options, warrants or other rights shall be determined in good faith by an Independent Financial Adviser, on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per Ordinary Share, the dividend yield of an Ordinary Share, the volatility of such market price, prevailing interest rates and the terms of such Spin-Off Securities, options, warrants or other rights, including as to the expiry date and exercise price (if any) thereof; such amounts shall, in the case of (i) be translated into Sterling (if declared or paid in a currency other than Sterling) at the rate of exchange used to determine the amount payable to Shareholders who were paid or are to be paid the cash Dividend in Sterling; and, in any other case, be translated

into Sterling (if expressed in a currency other than Sterling) at the Prevailing Rate on such date. In the case of (i) and (ii) any withholding or deduction required to be made on account of tax and any associated tax credit shall be disregarded.

“Spin-Off” means:

(a) a distribution of Spin-Off Securities by the Issuer to Shareholders as a class; or

(b) any issue, transfer or delivery of any property or assets (including cash or shares or securities of or in or issued or allotted by any entity) by any entity (other than the Issuer) to Shareholders as a class or, in the case of or in connection with a Newco Scheme (as defined below), Existing Shareholders as a class (but excluding the issue and allotment of shares by Newco to Existing Shareholders as a class), pursuant in each case to any arrangements with the Issuer or any of its Subsidiaries.

“Spin-Off Securities” means equity share capital of an entity other than the Issuer or options, warrants or other rights to subscribe for or purchase equity share capital of an entity other than the Issuer.

(iv) If and whenever the Issuer shall issue Ordinary Shares to Shareholders as a class by way of rights, or issue or grant to Shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at a price per Ordinary Share which is less than 95 per cent. of the Current Market Price per Ordinary Share on the dealing day immediately preceding the date of the first public announcement of the terms of the issue or grant of such Ordinary Shares, options, warrants or other rights, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

+ BA + CA

where:

A is the number of Ordinary Shares in issue immediately before such announcement;

B is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares issued by way of rights, or for options or warrants or other rights issued by way of rights and for the total number of Ordinary Shares comprised therein would purchase at such Current Market Price per Ordinary Share (provided that, in the event that such aggregate consideration receivable is not determinable on such dealing day, B shall be calculated on the first dealing day on which such aggregate amount is so determinable, but by reference to the Current Market Price per Ordinary Share on such dealing day); and

C is the number of Ordinary Shares issued or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Such adjustment shall become effective on the first date on which the Ordinary Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange.

(v) If and whenever the Issuer shall issue any securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase or otherwise acquire any Ordinary Shares) to Shareholders as a class by way of rights or grant to Shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase or

otherwise acquire any securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase or otherwise acquire Ordinary Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

− BA A

where:

A is the Current Market Price of one Ordinary Share on the dealing day immediately preceding the first date on which the terms of such issue or grant are publicly announced; and

B is the Fair Market Value on the date of such announcement (or, if that is not a dealing day, the immediately preceding dealing day) of the portion of the rights attributable to one Ordinary Share.

Such adjustment shall become effective on the first date on which the Ordinary Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange.

(vi) If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 5(b)(iv)) wholly for cash or for no consideration any Ordinary Shares (other than Ordinary Shares issued on the exercise of a Conversion Right or on the exercise of any rights of conversion into, or exchange or subscription for, or purchase of Ordinary Shares) or issue or grant (otherwise than as mentioned in Condition 5(b)(iv)) wholly for cash or for no consideration any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Ordinary Shares (other than the Bonds, which term shall for this purpose include any Further Bonds), in each case at a price per Ordinary Share which is less than 95 per cent. of the Current Market Price per Ordinary Share on the dealing day immediately preceding the date of the first public announcement of the terms of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

+ BA + CA

where:

A is the number of Ordinary Shares in issue immediately before the issue of such Ordinary Shares or the grant of such options, warrants or rights;

B is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the issue of such additional Ordinary Shares or, as the case may be, for the Ordinary Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Ordinary Share (provided that, in the event that such aggregate consideration receivable is not determinable on such dealing day, B shall be calculated on the first day on which such aggregate amount is so determinable, but by reference to the Current Market Price per Ordinary Share on such dealing day); and

C is the maximum number of Ordinary Shares to be issued pursuant to such issue of such additional Ordinary Shares or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Such adjustment shall become effective on the date of issue of such additional Ordinary Shares or, as the case may be, the grant of such options, warrants or rights.

(vii) If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request of, or pursuant to any arrangements with, the Issuer or any Subsidiary of the Issuer) any other company, person or entity (otherwise than as mentioned in Condition 5(b)(iv), (v) or (vi)) shall issue wholly for cash or for no consideration any securities (other than the Bonds, which term shall for this purpose exclude any Further Bonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, Ordinary Shares (or shall grant any such rights in respect of existing securities so issued) or securities which by their terms might be redesignated as Ordinary Shares, and the consideration per Ordinary Share receivable upon conversion, exchange, subscription or redesignation is less than 95 per cent. of the Current Market Price per Ordinary Share on the dealing day immediately preceding the date of the first public announcement of the terms of issue of such securities (or the terms of such grant), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue (or grant) by the following fraction:

+ BA + CA

where:

A is the number of Ordinary Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for Ordinary Shares which have been issued, purchased or acquired by the Issuer or any Subsidiary of the Issuer (or at the direction or request or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) for the purposes of or in connection with such issue, less the number of such Ordinary Shares so issued, purchased or acquired);

B is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to such securities or, as the case may be, for the Ordinary Shares to be issued or to arise from any such redesignation would purchase at such Current Market Price per Ordinary Share; and

C is the maximum number of Ordinary Shares to be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Ordinary Shares which may be issued or arise from any such redesignation,

provided that if at the time of issue of the relevant securities or date of grant of such rights (as used in this Condition 5(b)(vii), the “Specified Date”) such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or, as the case may be, such securities are redesignated or at such other time as may be provided) then for the purposes of this Condition 5(b)(vii), C shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, redesignation had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such securities or, as the case may be, the grant of such rights.

(viii) If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any such securities (other than the Bonds, which term shall for this purpose include any Further Bonds) as are mentioned in Condition 5(b)(vii) (other than in accordance with the terms (including terms as to adjustment) applicable to such securities upon issue) so that following such modification the consideration per Ordinary Share receivable has been reduced and is less than 95 per cent. of the Current Market Price per Ordinary Share on the dealing day immediately preceding the date of the first public announcement of the proposals for such modification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by the following fraction:

+ BA + CA

where:

A is the number of Ordinary Shares in issue immediately before such modification (but where the relevant Securities carry rights of conversion into or rights of exchange or subscription for Ordinary Shares which have been issued, purchased or acquired by the Issuer or any Subsidiary of the Issuer (or at the direction or request or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) for the purposes of or in connection with such issue, less the number of such Ordinary Shares so issued, purchased or acquired);

B is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to the securities as so modified would purchase at such Current Market Price per Ordinary Share or, if lower, the existing conversion, exchange or subscription price of such securities; and

C is the maximum number of Ordinary Shares which may be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but giving credit in such manner as an Independent Financial Adviser shall determine in good faith appropriate for any previous adjustment under this Condition 5(b)(viii) or Condition 5(b)(vii),

provided that if at the time of such modification (as used in this Condition 5(b)(viii) the “Specified Date”) such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or at such other time as may be provided) then for the purposes of this Condition 5(b)(viii), C shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange or subscription had taken place on the Specified Date.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

(ix) If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity shall offer any securities in connection with which offer Shareholders as a class are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be adjusted under Conditions 5(b)(ii), (iii), (iv), (vi) or (vii) above or Condition 5(b)(x) below (or would fall to be so adjusted if the relevant issue or grant was at less than 95 per cent. of the Current Market Price per Ordinary Share on the relevant dealing day) or under Conditions 5(b)(v)) the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the making of such offer by the following fraction:

− BA A

where:

A is the Current Market Price of one Ordinary Share on the dealing day immediately preceding the date on which the terms of such offer are first publicly announced; and

B is the Fair Market Value on the date of such announcement (or, if that is not a dealing day, the immediately preceding dealing day) of the portion of the relevant offer attributable to one Ordinary Share.

Such adjustment shall become effective on the first date on which the Ordinary Shares are traded ex-rights on the London Stock Exchange.

(x) If a Change of Control shall occur (other than pursuant to an Exempt Newco Scheme), the Conversion Price (the “Change of Control Conversion Price”) shall be determined as set out below, provided that the Change of Control Conversion Price shall only apply to Bonds in respect of which Conversion Rights are duly exercised and the Conversion Date falls within the period (the “Change of Control Period”) commencing on the date the Change of Control occurs and ending on the date 60 calendar days following the occurrence of the Change of Control or, if later, 60 calendar days following the date on which notice of such Change of Control is given to Bondholders by or on behalf of the Issuer:

CP ACP = (PR1 ×+ c/t)

Where:

ACP = the adjusted Conversion Price;

CP = the Conversion Price in effect on the relevant Conversion Date;

PR = the initial conversion premium of 38 per cent.;

c = the number of calendar days from and including the date the Change of Control occurs to but excluding the Final Maturity Date; and

t = the number of calendar days from and including the Closing Date to but excluding the Final Maturity Date.

“Exempt Newco Scheme” means a Newco Scheme (as defined below) where immediately after completion of the relevant scheme of arrangement or analogous proceeding the ordinary shares of Newco (as defined below) are (1) admitted to trading on the Relevant Stock Exchange or (2) admitted to listing on such other regulated, regularly operating, recognised stock exchange or securities market as the Issuer or Newco may determine.

“Newco Scheme” means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Issuer immediately prior to the Scheme of Arrangement (the “Existing Shareholders”) and the Issuer; provided that (i) only ordinary shares of Newco are issued to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only shareholders of Newco are Existing Shareholders (other than holders of shares numbering less than 10 held by the initial subscribers); (iii) immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of the Issuer; (iv) all Subsidiaries of the Issuer immediately prior to the Scheme of Arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco) immediately after completion of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Issuer (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by the Issuer immediately prior to the Scheme of Arrangement.

(xi) If the Issuer (following consultation with the Trustee) determines that an adjustment should be made to the Conversion Price as a result of one or more circumstances not referred to above in this Condition 5(b) in order to protect the value of the Conversion Right following a dilutive event (even if the relevant circumstance is specifically excluded from the operation of Conditions 5(b)(i) to (x) above), the Issuer shall, at its own expense and acting reasonably, request an Independent Financial Adviser to determine in good faith as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to this Condition 5(b)(xi) if such Independent Financial Adviser is so requested to make such a determination not more than 21 calendar days after the date on which the relevant circumstance arises.

Notwithstanding the foregoing provisions, where the circumstances giving rise to any adjustment pursuant to this Condition 5(b) have already resulted or will result in an adjustment to the Conversion Price or where the circumstances giving rise to any adjustment arise by virtue of any other circumstances which have already given or will give rise to an adjustment to the Conversion Price or where more than one event which gives rise to an adjustment to the Conversion Price occurs within such a short period of time that, in the opinion of the Issuer, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be determined in good faith by an Independent Financial Adviser to be appropriate to give the intended result and provided further that, for the avoidance of doubt, the issue of Ordinary Shares pursuant to the exercise of the Conversion Rights shall not result in an adjustment to the Conversion Price.

For the purpose of any calculation of the consideration receivable or price pursuant to Conditions 5(b)(iv), (vi), (vii) and (viii), the following provisions shall apply:

(a) the aggregate consideration receivable or price for an Ordinary Share issued for cash shall be the amount of such cash;

(b) (x) the aggregate consideration receivable or price for an Ordinary Share to be issued or otherwise made available upon the conversion or exchange of any securities shall be deemed to be the consideration or price received or receivable for any such securities and (y) the aggregate consideration receivable or price for an Ordinary Share to be issued or otherwise made available upon the exercise of rights of subscription attached to any securities or upon the exercise of any options, warrants or rights shall be deemed to be that

part (which may be the whole) of the consideration or price received or receivable for such securities or, as the case may be, for such options, warrants or rights which are attributed by the Issuer to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration or price is so attributed, the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the date of the first public announcement of the terms of issue of such securities or, as the case may be, such options, warrants or rights, plus in the case of each of (x) and (y) above, the additional minimum consideration receivable or price (if any) upon the conversion or exchange of such securities, or upon the exercise of such rights or subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and (z) the consideration receivable or price per Ordinary Share upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration or price referred to in (x) or (y) above (as the case may be) divided by the number of Ordinary Shares to be issued upon such conversion or exchange or exercise at the effective initial conversion, exchange or subscription price;

(c) if the consideration or price determined pursuant to (a) or (b) above (or any component thereof) shall be expressed in a currency other than Sterling it shall be converted into Sterling at the Prevailing Rate on the date of the first public announcement of the terms of issue of such Ordinary Shares or, as the case may be, such securities;

(d) in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Ordinary Share or securities or otherwise in connection therewith.

If the Conversion Date in relation to any Bond shall be after the record date for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Conditions 5(b)(ii), (iii), (iv), (v) or (ix), or any such issue as is mentioned in Conditions 5(b)(vi) and (vii) above which is made to the Shareholders or any of them, but before the relevant adjustment becomes effective under Conditions 5(b) (each such adjustment, a “Retroactive Adjustment”), the Issuer shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Bondholder, in accordance with the instructions contained in the Conversion Notice, such number of additional Ordinary Shares (the “Additional Shares”) as, together with the Ordinary Shares issued or to be issued on such conversion (together with any fraction of an Ordinary Share not so issued) is equal to the number of Ordinary Shares which would have been required to be issued on conversion of such Bond if the relevant adjustment (more particularly referred to in the said provisions of Condition 5(b)) to the Conversion Price had in fact been made and become effective on the relevant Conversion Date. In such circumstances, the Issuer shall procure that the Additional Shares are issued to or as directed by the relevant Bondholder in the relevant Conversion Notice. Such Additional Shares will be allotted as at the relevant Conversion Date or as at the date of issue of Ordinary Shares if the adjustment results from an issue of Ordinary Shares.

(d) Decision of an Independent Financial Adviser

If any doubt shall arise as to whether an adjustment falls to be made to the Conversion Price or as to the appropriate adjustment to the Conversion Price, and following consultation between the Issuer and an Independent Financial Adviser, a written opinion of such Independent Financial Adviser in respect of such adjustment to the Conversion Price shall be conclusive and binding on all concerned, save in the case of manifest error.

(e) Ordinary Shares may not be Issued at a Discount

The Conversion Price may not be reduced so that, on conversion, Ordinary Shares would fall to be issued at a discount to their nominal or par value.

(f) Employees’ Share Schemes

No adjustment will be made to the Conversion Price where Ordinary Shares or other securities (including rights, warrants and options) are issued, offered, exercised, allotted, appropriated, modified or granted to, or for the benefit of, secondees, employees or former employees (including Directors holding or formerly holding executive office or the personal service company of any such person) or their spouses or relatives, in each case, of the Issuer or any of its Subsidiaries or any associated company or to trustees to be held for the benefit of any such person, in any such case pursuant to any share or option scheme.

(g) Rounding Down and Notice of Adjustment to the Conversion Price

On any adjustment, the resultant Conversion Price, if not an integral multiple of £0.01, shall be rounded down to the nearest integral multiple of £0.01. No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than 1 per cent. of the Conversion Price then in effect. Any adjustment not required to be made, and/or any amount by which the Conversion Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time.

Notice of any adjustments shall be given by the Issuer to Bondholders in accordance with Condition 16 of the Bonds as soon as practicable after the determination thereof.

(h) Procedure for Conversion

A Conversion Right may be exercised by a Bondholder during the Conversion Period by delivering the relevant Bond to the specified office of any Paying and Conversion Agent, during its usual business hours, accompanied by a duly completed and signed notice of conversion (a “Conversion Notice”) in the form (for the time being current) obtainable from any Paying and Conversion Agent.

Conversion Rights shall be exercised subject in each case to any fiscal or other laws or regulations applicable in the jurisdiction in which the specified office of the Paying and Conversion Agent to whom the relevant Conversion Notice is delivered is located. Bondholders exercising a Conversion Right will be required to represent in the Conversion Notice, inter alia, that:

“I/we [the undersigned] hereby represent that either (1) I am not/we are not a U.S. Person (as determined in accordance with the US Investment Company Act of 1940, as amended (the "Investment Company Act")) or (2) if I am/ we are a U.S. Person (as so determined under the Investment Company Act), I am/we are a "qualified purchaser" (as defined in the Investment Company Act)."

If delivery of such Conversion Notice is made after the end of normal business hours or on a day which is not a business day in the place of the specified office of the relevant Paying and Conversion Agent, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such business day.

A Conversion Notice, once delivered, shall be irrevocable.

The conversion date in respect of a Bond (the “Conversion Date”) shall be the London business day immediately following the date of such delivery and, if applicable, the making of any payment to be made by the Bondholder as provided below.

Each Bond should be delivered upon exercise of Conversion Rights together with all Coupons relating to it which mature on or after the relevant Conversion Date, failing which the relevant holder will be required to pay the full amount of any such missing Coupon. Each amount so paid will be repaid in the manner specified in Condition 7 against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant missing Coupon at any time after the relevant Conversion Date and before the expiry of 10 years after the Relevant Date in respect of the relevant Bond (whether or not a Coupon would otherwise have become void pursuant to Condition 11), but not thereafter.

A Bondholder exercising a Conversion Right must pay any taxes and capital, stamp, issue, registration and transfer taxes and duties including, without limitation, stamp duty reserve tax or similar taxes or duties, arising on conversion (other than any capital, stamp, issue, registration and transfer taxes or duties including, without limitation, stamp duty reserve tax or similar taxes or duties, payable in Belgium, Luxembourg or the United Kingdom in respect of the allotment and issue of any Ordinary Shares on such conversion (including any Additional Shares), which shall be paid by the Issuer except for any stamp duty or stamp duty reserve tax that arises: (a) as a result of a Bondholder being within the categories of persons referred to in sub-paragraphs (i) and (ii) of the paragraph below; or (b) as a result of a Bondholder directing that Ordinary Shares to be issued on conversion of the Bonds (including any Additional Shares) are issued or delivered to a different party (other than a nominee acting on behalf of the Bondholder), which shall in each case be for the account of that Bondholder, provided that the Bondholder shall be obliged to pay the stamp duty or stamp duty reserve tax arising in the circumstances described in (b) above only to the extent that such amount would not have arisen had the Ordinary Shares (including any Additional Shares) been issued on conversion of the Bonds directly to the Bondholder, in which case any such amount of stamp duty or stamp duty reserve tax that would have arisen had the Ordinary Shares (including any Additional Shares) been issued directly to the Bondholder shall be for the account of the Issuer except to the extent that it would have arisen in the circumstances described in (a) above) and such Bondholder must pay all, if any, other taxes arising by reference to any disposal or deemed disposal of a Bond or any interest therein in connection with such conversion.

The Ordinary Shares to be issued on exercise of Conversion Rights (including any Additional Shares) will not be available for issue (i) to, or to a nominee or agent for, Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme or any other person providing a clearance service within the meaning of section 96 of the Finance Act 1986 of the United Kingdom or (ii) to a person, or a nominee or agent for a person, whose business is or includes issuing depositary receipts within the meaning of section 93 of the Finance Act 1986 of the United Kingdom, in each case at any time prior to the “abolition day” as defined in section 111(1) of the Finance Act 1990 of the United Kingdom.

Ordinary Shares to be issued on conversion of the Bonds (including any Additional Shares) will be issued in uncertificated form through the dematerialised securities trading system operated by CRESTCo Limited, known as CREST, unless at the time of issue, the Ordinary Shares are not a participating security in CREST, in which case they will be issued in certificated registered form.

Where Ordinary Shares are to be issued through CREST, they will be delivered to the account specified by the relevant Bondholder in the relevant Conversion Notice by not later than seven London business days following the relevant Conversion Date (or, in the case of any Additional Shares, not later than seven London business days following the Reference Date). Where Ordinary Shares are to be issued in certificated form, a certificate in respect thereof will be dispatched by ordinary mail free of charge (but uninsured and at the risk of the recipient) to the relevant Bondholder or as it may direct in the relevant Conversion Notice) within 14 calendar days following the relevant Conversion Date or, as the case may be, the Reference Date.

(i) Purchase or Redemption by the Issuer of its Own Shares

Subject to the provisions hereof, the Issuer or any Subsidiary of the Issuer may exercise such rights as it may from time to time enjoy to purchase or redeem any shares of the Issuer (including Ordinary Shares) or any receipts or certificates representing any such shares (including Ordinary Shares), without the consent of the Bondholders.

(j) Ranking

(i) Ordinary Shares issued upon conversion of the Bonds will be fully paid and will in all respects rank pari passu with the fully paid Ordinary Shares in issue on the relevant Conversion Date or, in the case of Additional Shares, on the relevant Reference Date (except in any such case for any right excluded by mandatory provisions of applicable law), except that the Ordinary Shares or, as the case may be, the Additional Shares so issued will not rank for any rights, distributions or entitlement where the record date or other due date for the establishment of entitlement for which falls prior to the relevant Conversion Date or, as the case may be, the relevant Reference Date.

(ii) Save as provided in Condition 5(k), no payment or adjustment shall be made on conversion and exchange for any interest which otherwise would have accrued on the relevant Bonds since the last Interest Payment Date preceding the Conversion Date relating to such Bonds (or, if such Conversion Date falls before the first Interest Payment Date, since the Closing Date).

(k) Interest on Conversion

If an Optional Redemption Notice is given on or after the fifteenth London business day prior to a record date in respect of any Dividend or distribution payable in respect of the Ordinary Shares, which record date has occurred since the last Interest Payment Date (or in the case of the first Interest Period, since the Closing Date) (whether such notice is given before, on or after such record date) and where such notice specifies an Optional Redemption Date falling on or prior to the date which is 14 calendar days after the Interest Payment Date next following such record date, interest shall accrue at the rate provided in Condition 4(a) on Bonds in respect of which Conversion Rights shall have been exercised and in any such case in respect of which the Conversion Date falls after such record date and on or prior to the Interest Payment Date next following such record date in each case from and including the preceding Interest Payment Date (or, if such Conversion Date falls before the first Interest Payment Date, from the Closing Date) to but excluding such Conversion Date. The Issuer shall pay any such interest or procure that any such interest is paid by not later than 14 calendar days after the relevant Conversion Date by transfer to a Sterling account maintained with a bank in London, in accordance with instructions given by the relevant Bondholder in the relevant Conversion Notice.

(l) Change of Control Notice

Within 14 calendar days following the occurrence of a Change of Control, the Issuer shall give notice thereof to the Trustee and to the Bondholders in accordance with Condition 16 (a “Change of Control Notice”). Such notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Conditions and their entitlement to exercise their rights to require redemption of their Bonds on the Change of Control Put Date. The Change of Control Notice shall also specify:

(i) all information material to Bondholders concerning the Change of Control;

(ii) the Conversion Price immediately prior to the occurrence of the Change of Control and the Conversion Price applicable pursuant to the Condition 5(b) during the Change of Control Period;

(iii) the closing price of the Ordinary Shares as published by or derived from the Relevant Stock Exchange as at the latest practicable date prior to the publication of such notice;

(iv) the last day of the Change of Control Period;

(v) the Change of Control Put Date; and

(vi) such other information relating to the Change of Control as the Trustee may require.

The Trustee shall not be under any duty to monitor or to take any steps to ascertain whether a Change of Control or any event or circumstance which could lead to a Change of Control or give rise to an adjustment to the Conversion Price has occurred or may occur and the Trustee will not be responsible to any person for any loss arising from any failure by it to do so.

6 Redemption and Purchase

(a) Final Redemption

Unless previously purchased and cancelled, redeemed or converted as herein provided, the Bonds will be redeemed at their principal amount on the Final Maturity Date. The Bonds may only be redeemed at the option of the Issuer prior to the Final Maturity Date in accordance with Condition 6(b), and may only be redeemed by the Bondholders prior to the Final Maturity Date in accordance with Condition 6(d).

(b) Redemption at the Option of the Issuer

On giving not less than 15 nor more than 30 calendar days’ notice (an “Optional Redemption Notice”) to the Trustee and to the Bondholders in accordance with Condition 16, the Issuer may redeem all but not some only of the Bonds on the date (the “Optional Redemption Date”) specified in the Optional Redemption Notice at their principal amount, together with accrued interest to such date:

(i) at any time on or after 20 June 2011, if the Aggregate Value on each of not less than 20 dealing days in any period of 30 consecutive dealing days ending not earlier than 14 calendar days prior to the giving of the relevant Optional Redemption Notice, exceeds £65,000; or

(ii) if, at any time prior to the date the relevant Optional Redemption Notice is given, Conversion Rights shall have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85 per cent. or more in principal amount of the Bonds originally issued (including for this purpose any Further Bonds).

Any Optional Redemption Notice shall be irrevocable. Any such notice shall specify (i) the Optional Redemption Date, (ii) the Conversion Price, (iii) (in the case of a redemption pursuant to Condition 6(b)(ii) only) the aggregate principal amount of the Bonds outstanding and (in any case) the closing price of the Ordinary Shares as published by or derived from the Relevant Stock Exchange, in each case as at the latest practicable date prior to the publication of the Optional Redemption Notice and (iv) the last day on which Conversion Rights may be exercised by Bondholders.

(d) Redemption at the Option of Bondholders

The holder of each Bond will have the right to require the Issuer to redeem that Bond following the occurrence of a Change of Control (other than pursuant to an Exempt Newco Scheme) on the Change of Control Put Date at its principal amount together with interest accrued to, but excluding such date. To exercise such right, the holder of the relevant Bond must present such Bond at the

specified office of any Paying and Conversion Agent together with a duly completed and signed notice of exercise (a “Put Exercise Notice”), in the form for the time being current, obtainable from the specified office of any Paying and Conversion Agent not later than 60 calendar days after a Change of Control Notice shall have been given pursuant to Condition 5(l).

Payment in respect of any such Bond shall be made by transfer to a Sterling account with a bank in London specified by the relevant Bondholder in the Put Exercise Notice.

A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds the subject of Put Exercise Notices delivered as aforesaid on the Change of Control Put Date.

“Change of Control Put Date” means the fourteenth London business day after the expiry of the period of 60 calendar days referred to above.

(e) Purchase

Subject to the requirements (if any) of any stock exchange on which the Bonds may be listed at the relevant time, the Issuer or any Subsidiary of the Issuer may at any time purchase Bonds in the open market or otherwise at any price (provided that all unmatured Coupons relating to them are purchased therewith or attached thereto). Such Bonds may be held, resold or reissued, or, at the option of the Issuer, surrendered to any Paying and Conversion Agent for cancellation.

(f) Cancellation

All Bonds which are redeemed or in respect of which Conversion Rights are exercised will be cancelled (together will all relative unmatured Coupons attached to the Bonds or surrendered with the Bonds) and may not be reissued or resold.

(g) Multiple Notices

If more than one notice of redemption is given pursuant to this Condition 6, the first of such notices to be given shall prevail. 7 Payments

(a) Principal

Payment of principal in respect of the Bonds and accrued interest payable on a redemption of the Bonds other than on an Interest Payment Date will be made against presentation and surrender (or in the case of partial payment only, endorsement) of the Bond, at the specified office of any Paying and Conversion Agent.

(b) Interest and other Amounts

(i) Payments of interest due on an Interest Payment Date will be made against presentation and surrender (or in the case of partial payment only, endorsement) of the relevant Coupons, at the specified office of any of the Paying and Conversion Agents.

(ii) Payments of all amounts (other than as provided in Condition 7(a) and (b)(i)) will be made as provided in these Conditions.

Each Bond should be presented for payment together with all relative unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, the proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at

any time before the expiry of 10 years after the Relevant Date in respect of the relevant Bond (whether or not the Coupon would otherwise have become void pursuant to Condition 11) or, if later, five years after the date on which the Coupon would have become void pursuant to Condition 11, but not thereafter.

(d) Payments

Each payment in respect of the Bonds pursuant to Condition 7(a) and (b)(i) will be made by transfer to a Sterling account maintained by the payee with a bank in London.

(e) Payments subject to fiscal laws

All payments in respect of the Bonds are subject in all cases to any applicable fiscal or other laws and regulations, but without prejudice to Condition 8. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

(f) Presentation Date

A holder shall be entitled to present a Bond or Coupon for payment only on a Presentation Date and shall not be entitled to any further interest or other payment if a Presentation Date is after the due date.

(g) Paying and Conversion Agents, etc.

The initial Paying and Conversion Agents and their initial specified offices are listed below. The Issuer reserves the right under the Agency Agreement at any time, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying and Conversion Agent and appoint additional or other Paying and Conversion Agents, provided that it will (i) maintain a Principal Paying and Conversion Agent, (ii) maintain a Paying and Conversion Agent having a specified office in London and (iii) maintain a Paying and Conversion Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any change in the Paying and Conversion Agents or their specified offices will promptly be given by the Issuer to the Bondholders in accordance with Condition 16.

(h) No Charges

None of the Paying and Conversion Agents shall make or impose on a Bondholder any charge in relation to any payment or conversion in respect of the Bonds.

(i) Fractions

When making payments to Bondholders, if the relevant payment is not of an amount which is a whole multiple of the smallest unit of the relevant currency in which such payment is to be made, such payment will be rounded down to the nearest unit. 8 Taxation

All payments made by on or behalf the Issuer in respect of the Bonds and Coupons will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature unless deduction or withholding of such taxes, duties, assessments or governmental charges is required to be made by law. The Issuer will not be required to pay any additional or further amounts in respect of any such deduction or withholding.

9 Events of Default

The Trustee at its discretion may, and if so requested by holders of not less than 25 per cent. in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders shall (subject in each case to it being indemnified and/or secured to its satisfaction), give notice in writing to the Issuer that the Bonds are, and they shall immediately become, due and payable at their principal amount together with accrued interest, if any of the following events (each an “Event of Default”) shall have occurred:

(a) Non-Payment: (i) the Issuer fails to pay all or any part of the principal of any of the Bonds when the same shall become due and payable, other than at maturity or upon earlier redemption, and such failure continues for a period of seven calendar days; or (ii) the Issuer fails to pay any interest in respect of any of the Bonds as and when the same shall become due and payable, and such failure continues for a period of 14 calendar days; or

(b) Breach of Other Obligations: the Issuer defaults in the performance or observance of or compliance with any of its other obligations set out in the Bonds or the Trust Deed or any provision of the same which would, but for the provisions of applicable law, be a breach of an obligation under Condition 10, and the same is in each case incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 calendar days after the date on which notice of such default shall have been given to the Issuer by the Trustee; or

(c) Insolvency: the Issuer (i) is (or is, or could be, deemed by law or a court to be) insolvent or unable to pay its debts or stops, suspends or threatens to stop or suspend payment of all or a substantial part (in the opinion of the Trustee) of (or of (in the opinion of the Trustee) a particular type of) its debts as they mature; or (ii) applies for or consents to or suffers the appointment of an administrator, administrative receiver, liquidator, manager or receiver or other similar person in respect of the Issuer or over the whole or substantially all (in the opinion of the Trustee) of the undertaking, property, assets or revenues of the Issuer; or (iii) proposes or makes or enters into a general assignment or an arrangement or composition with or for the benefit of its creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or substantially all (in the opinion of the Trustee) of (or of (in the opinion of the Trustee) a particular type of) the debts of the Issuer, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by the Trustee or by an Extraordinary Resolution of the Bondholders; or

(d) Winding-up, Disposals: an administrator is duly appointed, an order is made by a competent court or an effective resolution passed for the winding-up or dissolution or administration of the Issuer, or the Issuer ceases or threatens to cease to carry on all or substantially all (in the opinion of the Trustee) of its business or operations except, in any such case, for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger, consolidation or other similar arrangement on terms previously approved in writing by the Trustee or by an Extraordinary Resolution of the Bondholders,

provided that, in the case of paragraph (b), the Trustee shall have certified that in its opinion such event is materially prejudicial to the interests of the Bondholders.

10 Undertakings

Whilst any Conversion Right remains exercisable, the Issuer will, save with the approval of an Extraordinary Resolution or with the approval of the Trustee where, in the Trustee’s opinion, it is not materially prejudicial to the interests of the Bondholders to give such approval:

(i) at all times keep available for issue free from pre-emptive rights (where necessary) out of its authorised but unissued capital a sufficient number of Ordinary Shares to enable the exercise of Conversion Rights in respect of all outstanding Bonds, and all other rights of subscription and exchange for Ordinary Shares, to be satisfied in full;

(ii) other than in connection with a Newco Scheme, not issue or pay up any securities, in either case by way of capitalisation of profits or reserves, other than (A) by the issue of fully paid Ordinary Shares or other shares or securities to Shareholders and other holders of shares in the capital of the Issuer which by their terms entitle the holders thereof to receive Ordinary Shares or other shares or securities on a capitalisation of profits or reserves, or (B) by the issue of Ordinary Shares paid up in full out of distributable profits or reserves (in accordance with applicable law) and issued wholly, ignoring fractional entitlements, in lieu of the whole or part of a cash dividend, or (C) by the issue of fully paid equity share capital (other than Ordinary Shares) to the holders of equity share capital of the same class and other holders of shares in the capital of the Issuer which by their terms entitle the holders thereof to receive equity share capital (other than Ordinary Shares), or (D) to secondees, employees or former employees or directors (including directors holding or formerly holding executive office or the personal service company of any such person) (or the spouse or relative of any such person) whether of the Issuer or any of its subsidiaries or associated companies by virtue of their office or employment pursuant to any employees’ share scheme as defined in Section 743 of the Companies Act 1985 now in existence or which may in the future be approved by the Issuer in general meeting, unless in any such case the same gives rise directly or indirectly (or would, but for the provisions of Condition 5(g), give rise directly or indirectly) to an adjustment to the Conversion Price;

(iii) not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favourable than such rights but so that nothing in this Condition 10(iii) shall prevent (A) the issue of equity share capital to employees or former employees or directors (including directors holding or formerly holding executive office or the personal service company of any such person) (or the spouse or relative of any such person) whether of the Issuer or any of its subsidiaries or associated companies by virtue of their office or employment pursuant to any employees’ share scheme as defined in Section 743 of the Companies Act 1985 (or any such successor section) now in existence or which may in the future be approved by the Issuer in general meeting, or (B) any consolidation, reclassification or sub-division of the Ordinary Shares or the conversion of any Ordinary Shares into stock or vice versa, or (C) any modification of such rights, or any such issue which is not, in the determination in good faith of an Independent Financial Adviser, materially prejudicial to the interests of the Bondholders, or (D) without prejudice to any rule of law or legislation (including regulations made under Section 783, 784, 785 and 788 of the Companies Act or any other provision of that or any other legislation), the conversion of Ordinary Shares into, or the issue of any Ordinary Shares in, uncertificated form (or the conversion of Ordinary Shares in uncertificated form to certificated form) or the amendment of the Articles of Association of the Issuer to enable title to securities of the Issuer (including Ordinary Shares) to be evidenced and transferred without a written instrument or any other alteration to the Articles of Association of the Issuer made in connection with the matters described in this Condition 10(iii) or which is supplemental or incidental to any of the foregoing (including any amendment made to enable or facilitate procedures relating to such matters and any amendment dealing with the rights and obligations of holders of securities, including Ordinary Shares, dealt with under such procedures), or (E) any issue of equity share capital where the issue of such equity share capital results (or would, but for the provisions Condition 5(g) or the fact that the consideration per Ordinary Share receivable therefor is at least 95 per cent. of the Current Market Price per Ordinary Share, otherwise result) in an adjustment of the Conversion Price, or (F) any issue of equity share capital or modification of rights attaching to the Ordinary Shares where prior thereto the Issuer shall have

instructed an Independent Financial Adviser to determine in good faith what (if any) adjustments should be made to the Conversion Price as being fair and reasonable to take account thereof and such Independent Financial Adviser shall have determined in good faith either that no adjustment is required or that an adjustment is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment is to be made and, in any such case, the date on which the adjustment shall take effect (and so that the adjustment shall be made and shall take effect accordingly);

(iv) procure that no securities (whether issued by the Issuer or any of its Subsidiaries or procured by the Issuer or any of its Subsidiaries to be issued) issued without rights to convert into or exchange or subscribe for Ordinary Shares shall subsequently be granted such rights exercisable at a consideration per Ordinary Share which is less than 95 per cent. of the Current Market Price per Ordinary Share at close of business on the last dealing day preceding the date of the first public announcement of the proposed inclusion of such rights unless the same gives rise (or would but for the provisions of Condition 5(g) give rise) to an adjustment of the Conversion Price and that at no time shall there be in issue Ordinary Shares of different nominal values save where such Ordinary Shares have the same economic rights;

(v) not make any issue, grant or distribution or take any other action if the effect thereof would be that, on the conversion of the Bonds, Ordinary Shares would have to be issued at a discount or otherwise could not, under any applicable law then in effect, be legally issued as fully paid (or would, but for the provisions of Condition 5(e), result in an adjustment to the Conversion Price to below the nominal value of an Ordinary Share or any minimum level then permitted by applicable laws or regulations);

(vi) not reduce its issued ordinary share capital, ordinary share premium account or capital redemption reserve or any uncalled liability in respect thereof except (A) pursuant to the terms of issue of the relevant ordinary share capital, or (B) by means of a purchase or redemption of ordinary share capital of the Issuer, or (C) as permitted by Section 130(2) of the Companies Act 1985 or Sections 610(2) and (3) of the Companies Act, or (D) where the reduction does not involve any distribution of assets, or (E) where the reduction results in (or would but for the provisions of Condition 5(g) result in) an adjustment to the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment should be made, or (F) solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed; or (G) a reduction of share premium account to facilitate the writing off of goodwill arising on consolidation which requires the confirmation of the High Court and which does not involve the return, either directly or indirectly, of an amount standing to the credit of the share premium account of the Issuer and in respect of which the Issuer shall have tendered to the High Court such undertaking as it may require prohibiting, so long as any of the Bonds remains outstanding, the distribution (except by way of capitalisation issue) of any reserve which may arise in the books of the Issuer as a result of such reduction; or (H) by way of transfer of reserves as permitted under applicable laws; or (I) to create distributable reserves; or (J) pursuant to a Newco Scheme; or (K) where the reduction is permitted by applicable law and the Trustee is advised by an Independent Financial Adviser, acting as expert, that the interests of the Bondholders will not be materially prejudiced by such reduction;

(vii) provided that without prejudice to the other provisions of these Conditions, the Issuer may exercise such rights as it may from time to time enjoy pursuant to applicable law to purchase, redeem or buy back its Ordinary Shares without the consent of Bondholders;

(viii) if any offer is made to all (or as nearly as may be practicable all) Shareholders or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associates of the offeror (as defined in section 988(1) of the Companies Act), to acquire all or a majority of the issued ordinary share capital of the Issuer, or if any person proposes a scheme (other than a

Newco Scheme) with regard to such acquisition, give notice of such offer or scheme to the Trustee and the Bondholders in accordance with Condition 16, at the same time as any notice thereof is sent to the Issuer’s Shareholders (or as soon as practicable thereafter) stating that details concerning such offer or scheme may be obtained from the specified offices of the Paying and Conversion Agents and, where such an offer or scheme has been recommended by the Board of Directors or such offer has become or been declared unconditional in all respects, use its reasonable endeavours to procure that a substantially similar offer or scheme or an offer or scheme which (in the opinion of an Independent Financial Adviser) preserves the economic entitlements of holders of the Bonds is extended to the holders of any Ordinary Shares issued during the period of the offer or scheme arising out of the exercise of the Conversion Rights and/or to the holders of the Bonds;

(ix) use all reasonable endeavours to ensure that the Ordinary Shares issued upon exercise of Conversion Rights will, as soon as practicable, be admitted to listing and to trading on the Relevant Stock Exchange, and that, as soon as practicable, such Ordinary Shares will be listed, quoted or dealt in on any other stock exchange or securities market on which the Ordinary Shares may then be listed or quoted or dealt in; and

(x) in the event of a Newco Scheme the Issuer shall take (or shall procure that there is taken) all necessary action to ensure that (to the satisfaction of the Trustee) immediately upon completion of the scheme of arrangement at the Issuer’s option either (a) Newco is substituted under the Bonds and the Trust Deed as principal obligor (with the Issuer providing an unconditional and irrevocable guarantee on a subordinated basis equivalent to that described in Condition 2) subject to and as provided in the Trust Deed or (b) Newco becomes a guarantor under the Bonds and, in each case, (x) such other adjustments are made to these Conditions and the Trust Deed to ensure that the Bonds may be converted into or exchanged for ordinary shares of Newco mutatis mutandis in accordance with and subject to these Conditions and the Trust Deed as the Trustee shall, in its opinion, think fit and (y) the ordinary shares of Newco are admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange’s EEA Regulated Market or admitted to listing on another regulated, regularly operating, recognised stock exchange or securities market.

11 Prescription

Claims against the Issuer in respect of the principal amount, interest or any other amount payable in respect of the Bonds shall become void unless presentation for payment is made as required by Condition 7 within a period of 10 years in the case of principal and other amounts (other than interest) and five years in the case of interest from the appropriate Relevant Date.

12 Replacement of Bonds and Coupons

If any Bond or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying and Conversion Agent for the time being subject to all applicable laws and stock exchange requirements, upon payment by the claimant of such costs and expenses incurred in connection with such replacement and on such terms as to evidence and indemnity as the Issuer may require. Mutilated or defaced Bonds or Coupons must be surrendered before replacements will be issued.

13 Meetings of Bondholders, Modification and Waiver

(a) Meetings of Bondholders

The Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed. Such a meeting may be convened by

the Issuer or the Trustee and shall be convened by the Trustee at the request of Bondholders holding not less than 10 per cent. in principal amount of the Bonds for the time being remaining outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be one or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, or interest on, the Bonds or to reduce the amount payable on redemption of the Bonds or (iii) to modify or cancel the Conversion Rights, other than pursuant to or as a result of any amendments to these Conditions and the Trust Deed made pursuant to and in accordance with the provisions of Condition 10(x) (“Newco Scheme Modification”), (iv) to increase the Conversion Price other than in accordance with these Conditions or pursuant to a Newco Scheme Modification, (v) to change the currency of any payment in respect of the Bonds, (vi) to change the governing law of the Bonds, the Trust Deed or the Agency Agreement (other than in the case of a substitution of the Issuer (or any previous substitute or substitutes) under Condition 13(c)), (vii) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum will be one or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than one-half, in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders.

The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. of the aggregate principal amount of Bonds outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Bondholders duly convened and held.

No consent or approval of Bondholders shall be required in connection with any Newco Scheme Modification.

(b) Modification and Waiver

The Trustee may agree, without the consent of the Bondholders, to any modification of or to the waiver or authorisation of any breach or proposed breach of any of the provisions of the Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental to the Agency Agreement and the Bonds or determine without any such consent as aforesaid that any Event of Default or Potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Bondholders so to do or may agree, and without any such consent as aforesaid, to any modification which is, in the opinion of the Trustee, of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of law. Any such modification, authorisation, determination or waiver shall be binding on the Bondholders and, if the Trustee so requires, such modification shall be notified to the Bondholders promptly in accordance with Condition 16.

The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Bondholders, to the substitution of any Subsidiary of the Issuer or the substitution of Newco in place of the Issuer, or of any previous substituted company, as principal debtor under the Trust Deed and the Bonds, subject to (a) the Bonds being unconditionally and irrevocably guaranteed

by the Issuer on a subordinated basis equivalent to that referred to in Condition 2 and (b) the Bonds continuing to be convertible or exchangeable into Ordinary Shares, mutatis mutandis as provided in these Conditions. In the case of such a substitution the Trustee may agree, without the consent of the Bondholders, to a change of the law governing the Bonds and/or the Trust Deed, provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Bondholders. Any such substitution shall be binding on the Bondholders and shall be notified promptly to the Bondholders in accordance with Condition 16.

(d) Entitlement of the Trustee

In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the general interests of the Bondholders as a class but shall not have regard to any interests arising from circumstances particular to individual Bondholders (whatever their number) and, in particular, but without limitation shall not have regard to the consequences of any such exercise for individual Bondholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders.

14 Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer as it may think fit to enforce the provisions of the Trust Deed, the Bonds and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed or the Bonds unless (i) it shall have been so directed by an Extraordinary Resolution of the Bondholders or so requested in writing by the holders of at least one-quarter in principal amount of the Bonds then outstanding, and (ii) it shall have been indemnified and/or secured to its satisfaction. No Bondholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

15 The Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including relieving it from taking action unless indemnified and/or secured to its satisfaction.

The Trustee is entitled inter alia:

(i) to enter into business transactions with the Issuer and/or the Subsidiaries of the Issuer and to act as trustee for the holders of any other securities issued by, or relating to the Issuer and/or the Subsidiaries of the Issuer and any entity related to the Issuer without accounting for any profit;

(ii) to accept and rely on any such report, confirmation or certificate where the Issuer procures delivery of the same pursuant to its obligation to do so under a condition hereof and such report, confirmation or certificate shall be binding on the Issuer, the Trustee and the Bondholders in the absence of manifest error;

(iii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of or consequences for individual Bondholders;

(iv) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith; and

(v) to call for and be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing a certificate signed on behalf of the Issuer by two directors of the Issuer as to any fact or matter upon which the Trustee may, in the exercise of any of its trusts, duties, powers, authorities, rights and discretions under the Trust Deed, require to be satisfied or have information, or to the effect that in the opinion of the person so certifying any particular transaction or thing is expedient, and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss that may be occasioned by the Trustee acting on such certificate. 16 Notices

All notices regarding the Bonds will be valid if published via a regulatory information service (as defined in the Financial Services Authority’s Listing Rules). The Issuer shall also ensure that all notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Bonds are for the time being listed and the rules and regulations of any clearing system through which the Bonds are for the time being cleared. Any such notice shall be deemed to have been given on the date of such publication or, if required to be published in more than one manner, on the date of the first such publication in each required manner. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.

Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Bondholders in accordance with this Condition.

17 Further Issues

The Issuer may from time to time without the consent of the Bondholders or the Couponholders create and issue further notes, bonds or debentures either having the same terms and conditions in all respects as the outstanding notes, bonds or debentures of any series (including the Bonds) or in all respects except for the first payment of interest on them and the first date on which conversion rights may be exercised and so that such further issue shall be consolidated and form a single series with the outstanding notes, bonds or debentures of any series (including the Bonds) or upon such terms as to interest, conversion, premium, redemption and otherwise as the Issuer may determine at the time of their issue. Any further notes, bonds or debentures forming a single series with the outstanding notes, bonds or debentures of any series (including the Bonds) constituted by the Trust Deed or any deed supplemental to it shall, and any other notes, bonds or debentures may, with the prior written consent of the Trustee, be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Bondholders and the holders of notes, bonds or debentures of other series in certain circumstances where the Trustee so decides.

18 Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act 1999. 19 Governing Law

The Trust Deed, the Agency Agreement, the Bonds and the Coupons are governed by, and shall be construed in accordance with, English law.

SUMMARY OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM

The Temporary Global Bond and the Global Bond contain provisions which apply to the Bonds while they are in global form, some of which will modify the effect of the terms and conditions of the Bonds. The following is a summary of certain of those provisions.

1 Exchange

The Temporary Global Bond is exchangeable in whole or in part for interests in the Global Bond from the 40th day after the Closing Date upon certification as to non-U.S. beneficial ownership in the form set out in the Temporary Global Bond. The Global Bond is exchangeable in whole but not in part (free of charge to the holder) for Definitive Bonds if the Global Bond is held on behalf of Euroclear or Clearstream, Luxembourg or such other clearing system as shall have been approved by the Trustee (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so. Thereupon, the holder may give notice to the Trustee of its intention to exchange the Global Bond for Definitive Bonds on or after the Exchange Date (as defined below) specified in the notice.

On or after the Exchange Date the holder of the Global Bond may surrender the Global Bond to or to the order of the Principal Paying and Conversion Agent. In exchange for the Global Bond, the Issuer shall deliver, or procure the delivery of, an equal aggregate principal amount of duly executed and authenticated Definitive Bonds (having attached to them all Coupons in respect of interest which has not already been paid on the Global Bond), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in Schedule 1 to the Trust Deed. On exchange of the Global Bond, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with any relevant Definitive Bonds.

“Exchange Date” means a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Principal Paying and Conversion Agent is located and in the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System are located.

2 Payments

No payment will be made on the Temporary Global Bond unless exchange for an interest in the Global Bond is improperly withheld or refused. Payments of amounts falling due in respect of Bonds represented by the Global Bond will be made against presentation for endorsement and, if no further payment falls to be made on it, surrender of the Global Bond to or to the order of the Principal Paying and Conversion Agent or such other Paying and Conversion Agent as shall have been notified to the Bondholders for such purpose. A record of each payment so made will be endorsed in the appropriate schedule to the Global Bond, which endorsement will be prima facie evidence that such payment has been made.

3 Notices

So long as the Bonds are represented by the Global Bond and the Global Bond is held on behalf of Euroclear or Clearstream, Luxembourg or any Alternative Clearing System, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative Clearing System, for communication by it to entitled accountholders in substitution for publication as required by the Conditions in which case such notices shall be deemed to have been given to Bondholders on the date of delivery to Euroclear and Clearstream, Luxembourg or, as the case may be, the Alternative Clearing System.

4 Prescription

Claims against the Issuer in respect of principal, interest and other amounts payable in respect of the Bonds while the Bonds are represented by the Global Bond will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest or any other amounts) from the appropriate Relevant Date (as defined in Condition 3).

5 Meetings

The holder of the Global Bond shall be treated as two persons for the purposes of any quorum requirements of a meeting of Bondholders and, at any such meeting, as having one vote in respect of each £1,000 principal amount of Bonds for which the Global Bond may be exchanged.

6 Purchase and Cancellation

Cancellation of any Bond represented by the Global Bond which is required by the Conditions to be cancelled following its purchase will be effected by reduction in the principal amount of the Global Bond on its presentation to or to the order of the Principal Paying and Conversion Agent.

7 Conversion

For so long as the Global Bond is held on behalf of any one or more of Euroclear, Clearstream, Luxembourg or the Alternative Clearing System, Conversion Rights (as defined in the Conditions) may be exercised at any time during the Conversion Period by the presentation to or to the order of the Principal Paying and Conversion Agent of a Global Bond for appropriate notation, together with one or more Conversion Notices duly completed by or on behalf of a holder of a book-entry interest.

8 Trustee’s Powers

In considering the interests of Bondholders while the Global Bond is held on behalf of a clearing system the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to the Global Bond and may consider such interests as if such accountholders were the holder of the Global Bond.

9 Redemption at the Option of Bondholders

The option of the Bondholders provided for in Condition 6(d) may be exercised by the holder of the Global Bond giving notice to the Principal Paying and Conversion Agent within the time limits relating to the deposit of Bonds as set out in Condition 6(d), substantially in the form of the Put Exercise Notice available from the Principal Paying and Conversion Agent and stating the principal amount of Bonds in respect of which the option is exercised and at the same time presenting the Global Bond to the Principal Paying and Conversion Agent for annotation accordingly.

USE OF PROCEEDS

The net proceeds of the issue of the Bonds, after deduction of fees and commissions, are expected to be approximately £116,400,000. The net proceeds from the issue of the Bonds will be used by the Issuer to take advantage of opportunities arising through the launch of new funds and for its general corporate purposes.

BUSINESS DESCRIPTION

1 Introduction and overview

SVG Capital was incorporated and registered in England and Wales on 12 June 1995 under the Companies Act 1985 as a public limited company with the name Chamwell Services PLC and registered number 03066856. On 20 February 1996, it changed its name to Schroder Ventures International Investment Trust plc. On 7 May 2004, it changed its name to SVG Capital plc.

The registered office of SVG Capital is 31 Gresham Street, London EC2V 7QA. Its principal place of business and head office is 111 Strand, London WC2R 0AG. Its telephone number is +44 207 010 8900.

2 Background, investment objective and policy

SVG Capital is a private equity investor and fund management business whose Ordinary Shares are traded on the London Stock Exchange’s Regulated Market (ISIN: GB0007892358; Ticker: SVI) and have been admitted to the Official List.

Investment objective SVG Capital’s investment objective is to achieve capital appreciation by investing principally in private equity funds that are managed or advised by Permira, a leading international private equity specialist.

In addition, SVG Capital invests in private equity funds that invest in Japan, North America, Asia and the life sciences sectors, and in unquoted and quoted businesses through specialist funds and co- investments alongside these funds. The Company may also invest in other private equity related assets and alternative asset classes.

To complement this investment objective and create capital and income for the Company, its fund management business, involving SVG Advisers, SVG Investment Managers, SVG Managers and SVGNA, structures, markets, manages and advises products for investment in private equity, private equity related assets, alternative asset classes and in public equity using private equity techniques.

Investment policy The Company invests principally in private equity funds managed or advised by Permira, which provide it with exposure to a portfolio of companies that are diversified by vintage year, size, geography and industry sector. In order to comply with current tax legislation, the Company operates so as to ensure that, at the point of acquiring or adding to its investment in any company or group, its holding in that company or group does not exceed 15 per cent. by value of its overall investments. In order to enhance shareholder returns, the Company has a desired average level of gearing of approximately 20 per cent. over time.

3 Investment Portfolio and SVG Advisers

Since its listing in May 1996, SVG Capital’s consolidated net assets have grown from £186.5 million to £1.3 billion at 31 December 2007 and it has reported a compound growth rate in consolidated net assets per Ordinary Share of 14.9 per cent.3 per annum. At 31 December 2007, its net investment portfolio was valued at £1.3 billion. Of this, 88 per cent. (£1.16 billion) of the portfolio was invested in private equity funds with the remainder invested in structured private equity funds of funds (5 per cent. - £66.1 million); public equity funds and co-investments (3 per cent. - £39.5 million); Collateralised Loan Obligation funds (3 per cent. - £38.3 million); and other investments (1 per cent. - £16.3 million). The majority of the

3 Including the 31 December 2007 Directors’ unaudited valuation of SVG Advisers

structured private equity fund of funds and public equity funds and co-investments are managed or advised by SVG Advisers, SVG Investment Managers or SVG Managers.

Private equity funds portfolio SVG Capital has holdings4, valued at £1.16 billion at 31 December 2007, in 17 private equity funds and four feeder vehicles investing in Permira Funds (“PE Funds”) providing it with a portfolio of 129 companies that are diversified by vintage year, size, geography and industry sector. The PE Funds comprise investments in limited partnerships, units in unit trusts and shares in companies (and the benefit of loans associated therewith). Of these PE Funds, nine were mature and 12 were immature at 31 December 2007. A mature PE Fund is one that has substantially completed its investment programme, whilst an immature PE Fund is one that has yet to complete its investment programme. In the 12 months to 31 December 2007, the net return on the private equity funds portfolio on opening valuation was 10.8 per cent. For further information, see paragraph 7 (Information on the SVG Capital private equity portfolio) below.

Structured private equity funds of funds portfolio SVG Capital has built up a portfolio of four structured private equity funds of funds, the majority of which are managed or advised by SVG Advisers.

At 31 December 2007, SVG Capital’s investments in these funds were valued at £66.1 million, an uplift of £43.7 million (29.5p per share) to the December 2006 valuation, or acquisition cost.

Public equity funds portfolio At 31 December 2007, SVG Capital’s holdings in funds managed by its public equity team were valued at £39.5 million, which represents a £7.9 million (5.3p per share) decline to the December 2006 valuation or attributable cost.

Collateralised Loan Obligation equity funds SVG Capital has three investments in collateralised loan obligation equity funds investing in diversified portfolios of leveraged loans sponsored by private equity backed companies. At 31 December 2007, these investments were valued on a yield basis at £38.3 million, which is broadly in line with the December 2006 valuation or cost.

Other Investments SVG Capital’s US$50.0 million commitment to an investment fund investing in quoted mid-sized Indian companies was 27.8 per cent. called at 31 December 2007. The value of this investment, in addition to the Company’s 29.9 per cent. investment in KC II Limited (trading as Key Capital), a Dublin-based corporate finance firm, was £16.3 million at 31 December 2007, which represents a £2.1 million (1.4p per share) increase to the December 2006 valuation or attributable cost.

SVG Advisers To complement SVG Capital’s investment objective and create capital and income streams for the Company, SVG Advisers was established in 2001 with the objective of providing specialist financial advisory services to mid-sized institutions and high-net-worth investors for investing in private equity- related assets or public equity using private equity techniques. To this end, SVG Advisers has launched a number of innovative structured products.

At 31 December 2007, funds and commitments managed or advised by SVG Advisers stood at €4.4 billion and the team now manages or advises eight diversified private equity fund of funds, five public equity funds using private equity techniques, five single manager funds (all investing in Permira Funds) and two collateralised loan obligation funds. Fee income for the 12 months to 31 December 2007

4 Including certain co-investments alongside private equity funds

increased by 50.9 per cent. to £37.1 million, contributing £17.6 million to SVG Capital’s profit before tax in 2007.

In addition, the team advises and assists SVG Capital’s Board in its assessment of future opportunities, implements SVG Capital’s investment strategy and is responsible for the day-to-day monitoring of SVG Capital’s investment portfolio. The team also advises on and manages SVG Capital’s investor reporting, public and investor relations and marketing activities.

At 31 December 2007, the Board placed an unaudited Directors’ valuation of £106.4 million (71.8p per share) on this business and will review the value of the business again as at 31 December 2008.

4 Relationship with Permira

Since its inception in 1996, SVG Capital has had a strong relationship with Permira and has invested in all of the Permira Funds, which have been a key driver of SVG Capital’s net asset growth to date. SVG Capital is the largest single investor in the Permira Funds, representing over 20 per cent. of those funds by commitment and Permira Funds represented 77 per cent. of SVG Capital’s net investment portfolio at 31 December 2007 and 84 per cent. of its uncalled commitments.

Operating Agreement In March 2005, SVG Capital formalised its relationship with Permira through the Operating Agreement. It was agreed with Permira that, for the term of the Operating Agreement and subject to cashflow projections for the SVG Capital Group, agreement on terms, due diligence and board approval, SVG Capital would be an investor in future Permira Funds, including Permira IV and Permira V. In July 2006, SVG Capital made a €2.85 billion commitment to Permira IV of which 35 per cent. had been called at 31 December 2007.

For the term of the Operating Agreement, the SVG Capital Group will not invest in any non-Permira private equity fund or product for direct investment other than the agreed commitments to other private equity funds. SVG Capital may, within certain limits, carry out the temporary warehousing of investments for, and invest in, any structured products managed or advised by the SVG Capital Group.

The Company intends that it will operate so that not more than 20 per cent. of the gross assets and uncalled commitments of the SVG Capital Group are invested in or committed to SVG Products or other non-Permira funds or products (subject to certain limited exceptions), over time. The aggregate amount invested in or committed to such funds or products (at the time of such investment or commitment) will not exceed 25 per cent. of the gross assets and uncalled commitments of the SVG Capital Group. Within these restrictions, the SVG Capital Group may also invest in private equity (or other) funds of funds.

Members of the SVG Capital Group may continue to manage and advise any funds and products, including new funds and products launched by the SVG Capital Group. It is expected that these funds and products will maintain a focus on private equity or public equity using private equity techniques.

As part of the Operating Agreement, the SVG Capital Group also has the right to launch, manage and advise future structured products for third party funding around Permira IV and Permira V in priority, subject to certain limited exceptions, to Permira.

SVG Capital is self-managed. None of the SVGA Group, Permira or any third party has management discretion over the Company’s capital available for investment or any authority to take investment management decisions on behalf of SVG Capital.

To the extent SVG Capital has surplus capital beyond its investments and commitments, this capital will continue to be invested in cash and liquid securities.

5 Both directly and indirectly through feeder vehicles investing in Permira Funds managed or advised by SVG Advisers.

Subject to earlier termination in accordance with its terms, the Operating Agreement will terminate on the date on which the first closing of Permira V occurs if none of SVG Capital, any other member of the SVG Capital Group or any SVG Product makes any commitment to Permira V or the date of the final closing of Permira V if SVG Capital, any other member of the SVG Capital Group or any SVG Product makes any such commitment to Permira V. Each of PHL and SVG Capital may also terminate the Operating Agreement if there is a change of control of the other, there is a material breach of the agreement by the other and in certain other specified circumstances.

Issue of new Ordinary Shares to Permira To strengthen further the relationship between the Company and Permira, the Board believed that a commitment from Permira in the form of a subscription of new Ordinary Shares in SVG Capital was appropriate. Accordingly, on 28 April 2005, SVG Capital issued 6 million new Ordinary Shares (representing 4.3 per cent. of the current issued share capital of the Company as at 27 May 2008) to Permira Capital Limited at 600p per Ordinary Share.

The Ordinary Shares issued to Permira Capital Limited rank pari passu in all respects (including in relation to dividends) with the existing Ordinary Shares in SVG Capital. Save for certain limited exceptions, Permira Capital Limited will not be permitted to dispose of the new Ordinary Shares for the term of the Operating Agreement.

Permira director As part of the arrangements relating to the Operating Agreement, SVG Capital and Permira have agreed that PHL shall have the right, subject to the fiduciary duties of the Directors, to have an appropriate Permira partner appointed to the Board whilst the Operating Agreement remains in force. Damon Buffini was appointed as a Director of the Company on 25 April 2005. He is also Chairman of the Board of PHL and chairman of the Permira Fund investment committees. To address any potential conflict of interest which might arise from this arrangement it has been agreed that Mr Buffini will not participate in any discussions relating to commitments made, or which may be made, by the SVG Capital Group to any Permira Funds or Permira products.

5 Investment and Valuation Process

The Directors will consider each investment on its merits and may decline to invest if it is not suitable for SVG Capital’s portfolio. SVG Capital will invest on terms at least as favourable as those available to other investors, subject to any alteration which may be appropriate for SVG Capital in accordance with the investment restrictions set out in paragraph 6 (Investment Trust status and Listing Rules) below. The Directors are assisted in their consideration of each investment by the Investment Committee (as to whose membership see the section entitled “Directors” on page 65 of this Offering Circular). The responsibilities of the Investment Committee include: reviewing investment proposals for the Company; providing investment recommendations to the Board; and implementing the Board’s decision as regards any investment. This includes receiving presentations from the manager of the proposed fund, extensive due diligence, consideration of the terms and conditions for investment in the fund, consideration of the SVG Capital Group’s own cash-flows and future commitments and review of the effect of any such investment on portfolio concentration.

A breakdown of the SVG Capital Group’s portfolio of private equity funds is given in paragraph 7 (Information on the SVG Capital private equity portfolio), including an analysis of the 20 largest underlying portfolio companies. All underlying investments are valued at fair value by the Directors in accordance with the current IPEVC Guidelines. The IPEVC Guidelines contain detailed methodology setting out best practice with respect to valuing unquoted investments. Valuation of the underlying investments in the private equity funds is carried out by the managers of the private equity funds twice each year. These valuations are then considered by the Audit Committee and the Board with advice and assistance from SVG Advisers, the managers of the private equity funds and other advisers as

appropriate. The SVG Capital Group’s Auditor also reviews the valuations as part of its audit and agrees any changes with the Audit Committee and the Board.

6 Investment Trust status and Listing Rules

Investment trust status for tax purposes The Directors have in the past managed, and intend to continue to manage, the affairs of SVG Capital so that it should satisfy the current conditions for approval by HMRC as an investment trust under Section 842 and for these purposes the Directors intend that SVG Capital’s income will be derived wholly or mainly from shares or securities, as determined for the purposes of that section. One of these conditions in particular restricts the investments a company seeking such approval can make. Satisfying this condition will mean, inter alia, that SVG Capital will not be able to acquire shares or securities in any one company if such shares or securities (taken together) would represent more than 15 per cent. of SVG Capital’s investments by value at the time of acquisition. For this purpose, unit trust schemes will be treated as companies and units therein as shares of such companies. There are also special rules under which all of SVG Capital’s holdings in companies which are members of a group (where “group” means a company and its 51 per cent. subsidiary companies, as defined for tax purposes), will, in each case, be aggregated and treated as a holding in one company for the purposes of this test. Further, if SVG Capital’s interest in a company increases due to further investment in that company (including further investment in the same company by different funds or co-investment), the whole of such interest will be treated as having been acquired at the time of the increased investment for the purposes of testing whether the above condition is satisfied.

Arrangements for compliance with investment restrictions SVG Capital has agreed allocation arrangements within the documentation of the funds operated by, inter alios, Permira in respect of investments in order to assist in compliance with the restrictions set out above and the Directors expect to secure such arrangement for future investments although there can be no guarantee that this will happen.

The Listing Rules In addition, the Listing Rules independently require SVG Capital to manage its assets in a way which is consistent with its objective of spreading investment risk.

7 Information on the SVG Capital private equity portfolio

The SVG Capital private equity portfolio by fund Table 1 below gives information on the funds in which SVG Capital held investments at 31 December 2007. This table sets out the amount of capital committed to and uncalled by each fund and the remaining value of the funds based on the valuations used for the purpose of SVG Capital’s most recent audited financial statements.

Table 1: SVG Capital’s investment portfolio by fund at 31 December 2007

Year formed SVG Capital’s SVG Capital’s Value of SVG Holding as uncalled commitment holding in the fund Capital’s holding in percentage of fund shareholder’s funds

(£m) (%) (£m) (%)

Europe

Permira Europe I 1997* – 13.5 5.3 0.4

Permira Europe II 2000 12.0 19.7 101.7 7.8

Permira Europe III 2003 53.2 8.6 233.9 18.0

Permira IV 2006 1,167.4 22.7 523.0 40.3

P123 2003 7.1 38.9 55.2 4.2

P1234 2006 5.7 42.8 48.3 3.7

P25 2006 55.1 47.7 43.5 3.4

SVG Sapphire IV 2006 7.2 34.2 1.8 0.1

Permira Italy II 1993* – 21.0 1.3 0.1

Permira UK III 1993* – 0.3 0.1 0.0

Permira UK Venture III 1990* – 8.7 0.1 0.0

Permira UK Venture IV 1995* – 4.2 0.1 0.0

Total Europe 1,307.7 1,014.3 78.0

Asia

Asia Pacific Trust 1990* – 6.4 0.8 0.1

Asia Pacific Fund II 1994* – 14.0 7.0 0.5

Schroder Ventures Asia Pacific Fund 1999 – 29.9 61.9 4.8

Co-investments with Asia Pacific Fund 6.3 0.5 II and Schroder Ventures Asia Pacific Fund

The Japan Fund IV 2004 28.9 27.2 15.6 1.2

Total Asia 28.9 91.6 7.1

North America

Schroder Canadian Buy-Out Fund III 2000 – 26.6 0.5 0.0

Co-investments with Schroder 2.6 0.2 Canadian Buy-Out Funds III and SV Investments Fund I

SV Life Sciences Fund II 1999 1.1 16.7 7.0 0.6

SV Life Sciences Fund III 2002 8.3 19.1 22.9 1.8

SV Life Sciences Fund IV 2006 19.6 9.0 4.6 0.4

SV Investments Fund I 1999 2.7 25.9 17.5 1.3

Total North America 31.7 55.1 4.3

Total core private equity fund 1,161.0 89.4 portfolio

Structured private equity funds of funds:

SVG Diamond I 2004 40.3 35.0 17.0 1.3

SVG Diamond I (F Notes) 3.4 0.3

SVG Diamond II 2006 50.5 35.0 2.4 0.2

SVG Diamond II (F Notes) 1.1 0.1

SVG Diamond III 2007 35.3 21.4 7.0 0.5

Vintage I 2006 21.2 20.0 35.2 2.7

Total structured private equity fund 147.3 66.1 5.1 of funds

Public equity funds:

Strategic Equity Capital 2005 N/A 20.7 10.4 0.8

SVG UK Focus Fund (I Shares) 2003 N/A 5.0 7.6 0.6

SVG UK Alpha 2006 N/A 58.1 5.0 0.4

Strategic Recovery Fund II-co- 2006 16.5 N/A 9.4 0.7 investment

SVG European Fund 2007 N/A 98.6 7.2 0.5

Year formed SVG Capital’s SVG Capital’s Value of SVG Holding as uncalled commitment holding in the fund Capital’s holding in percentage of fund shareholder’s funds

(£m) (%) (£m) (%)

Total public equity funds 16.5 39.6 3.0

CLO funds:

Key Capital SVG CLO Equity Fund 2006 – 37.4 25.6 1.9

Key Capital SVG CLO Equity Fund II 2007 9.5 50.0 5.1 0.4

PDM CLO I 2007 – 49.7 7.6 0.6

Total CLO funds 9.5 38.3 2.9

Indian investments 2007 18.1 100.0 9.8 0.8

Other 6.5 0.5

Total other investments 18.1 16.3 1.3

Total investment portfolio 1,559.7 1,321.3 101.7

Other assets less total liabilities (21.6) (1.7)

Net assets 1,299.7 100.0 * The lives of these funds have been extended.

** No further calls expected on these funds.

The SVG Capital private equity funds portfolio by geographic area Table 2 below sets out the geographic spread of SVG Capital’s interests in the underlying portfolio companies of the PE Funds as at 31 December 2007. The analysis is based upon SVG Capital’s share of the gross values of underlying portfolio companies. This excludes any cash or liquid assets held by the respective PE Funds in which SVG Capital has invested. It should be noted that the geographic spreads may change as individual investments change in value or are realised and the immature PE Funds become fully invested.

Table 2: SVG Capital’s private equity funds portfolio companies by geographic area at 31 December 2007 Value of SVG Percentage Capital’s of Portfolio interest in underlying portfolio companies

£(m) (%) Geographic area Multinational ...... 525,037 39% Continental Europe...... 428,113 31% Far East/Asia Pacific...... 186,945 14% UK...... 167,756 12% North America...... 52,556 4% Total...... 1,360,407 100% Cash and liquid assets less liabilities and allowances for Carried Interest in the PE Funds ...... (199,432 ) Total core private equity funds portfolio 1,160,975

The SVG Capital private equity funds portfolio by industry sector SVG Capital’s underlying portfolio of investments is diversified by industrial sector as well as geographically. As an illustration of this spread, Table 3 shows the split by sector at 31 December 2007, net of any current assets held by the PE Funds. This split may change significantly as investments are realised and the immature PE Funds become fully invested.

Table 3: The SVG Capital private equity funds portfolio by industry sector at 31 December 2007 Value of SVG Percentage Capital’s of Portfolio interest in underlying portfolio companies

£(m) (%) Computer/electronics & communications...... 316,130 23% Retail ...... 262,461 20% Leisure...... 168,162 12% Chemicals...... 150,626 11% Media...... 118,519 9% Consumer ...... 112,185 8% Medical/Health...... 104,892 8% Other services ...... 83,834 6% Industrial products/services ...... 32,588 2% Other manufacturing...... 11,010 1% Total...... 1,360,407 100% Cash and liquid assets less liabilities and allowances for Carried Interest in the PE Funds ...... (199,432 ) Total core private equity funds portfolio 1,160,975

Substantial investments Set out below are SVG Capital’s 20 largest investments by value as at 31 December 2007. The valuations of these companies have been presented in accordance with IFRS.

At 31 December 2007, the aggregate value of these investments (before a deduction for an estimate of Carried Interest) represented 85 per cent. of the value of SVG Capital’s private equity funds portfolio.

20 largest investments in underlying companies Unless otherwise stated, all figures in the section below refer to SVG Capital’s holding in the particular company at 31 December 2007 and have been extracted, where relevant, from SVG Capital’s most recent audited financial statements.

Valentino Fashion Group/Hugo Boss (Italy)

Company £000’s Cost 164,224 IFRS value 173,560

Date of acquisition May 2007 % of Shareholders’ funds 13.4%

The Valentino Fashion Group and Hugo Boss operate in over 100 countries, with more than 1,500 single-brand boutiques and 345 directly-managed shops. The group’s activities are broken down into three business units, covering the entire luxury and fashion sector: Valentino, Hugo Boss and licensed brands including M Missoni, in addition to its own brand Lebole. The valuation basis is cost.

Freescale (US)

Company £000’s Cost 147,191 IFRS value 122,676 Date of acquisition November 2006 % of Shareholders’ funds 9.4%

Freescale is a global leader in the design and manufacture of embedded semiconductors for wireless, networking, automotive, consumer and industrial markets. Based in Texas, Freescale has market leadership in the above-mentioned markets including the number one share in automotive semiconductors and wired communications processors. The valuation basis is earnings.

ProSiebenSat.1 (Germany)

Company £000’s Cost 125,361 IFRS value 102,928 Date of acquisition March 2007 % of Shareholders’ funds 7.9%

ProSiebenSat.1 is the second largest pan-European broadcasting corporation. The ProSiebenSat.1 Group’s core business is Free-TV and through its four interrelated stations -Sat.1, ProSieben, kabel eins and N24, it owns Germany’s largest family of commercial TV channels. The valuation basis is earnings.

Galaxy (Greater China)

Company £000’s Cost 108,389 IFRS value 94,104 Date of acquisition November 2007 % of Shareholders’ funds 7.2%

Galaxy is a leading operator of casinos, hotels and entertainment facilities in Macau, China. The company has already captured a significant share of the fastest growing gaming market in just four years and operates a number of casinos in Macau, including its flagship StarWorld. The valuation basis is quoted.

BorsodChem (Hungary)

Company £000’s Cost 79,163 IFRS value 86,304 Date of acquisition December 2006 % of Shareholders’ funds 6.6%

BorsodChem is a leading European chemical company focusing on isocyanates and PVC. Isocyanates are the key building block for polyurethane foams which are used in applications such as furniture, bedding, construction, automotive interiors, coatings and adhesives. The valuation basis is earnings.

Intelsat (Bermuda)

Company £000’s Cost 436 IFRS value 81,186 Date of acquisition January 2005 % of Shareholders’ funds 6.2%

Intelsat is a global provider of fixed satellite services, supplying video, data and voice connectivity in over 200 territories. The realisation of Intelsat was announced in June 2007 and completed in February 2008. The valuation basis is third-party.

TDC (Denmark)

Company £000’s Cost 48,165 IFRS value 60,443 Date of acquisition December 2005 % of Shareholders’ funds 4.7%

TDC is a leading Danish-based provider of communications solutions with significant presence in selected markets in Northern and Central Europe. TDC now operates mainly through four domestic Nordic divisions (Business Nordic, Fixnet Nordic, Mobile Nordic and YouSee) and through Sunrise, the number two telecoms operator in Switzerland. The valuation basis is earnings.

Provimi (Netherlands)

Company £000’s Cost 53,130 IFRS value 56,777 Date of acquisition April 2007 % of Shareholders’ funds 4.4%

Provimi is a world leader in animal nutrition solutions. The company operates over 100 plants in 30 countries specialising in innovative products serving the nutritional and health needs of all animals. The valuation basis is cost.

Acromas (The AA and Saga) (UK)

Company £000’s Cost 49,455 IFRS value 49,455 Date of acquisition September 2007 % of Shareholders’ funds 3.8%

Acromas was formed in September 2007 by the merger financing of the AA and Saga, bringing together the two brands to create the UK’s leading affinity based motoring, travel and financial services organisation. The valuation basis is third-party.

Parkway Holdings (Singapore)

Company £000’s Cost 19,537 IFRS value 48,359 Date of acquisition December 1999 % of Shareholders’ funds 3.7%

Parkway is a private healthcare provider in Singapore with an established network of hospitals and clinics in Malaysia, Indonesia and India. The company has the region’s best-known brand name and a reputation for technological leadership. The valuation basis is quoted.

SEAT Pagine Gialle (Italy)

Company £000’s Cost 28,255 IFRS value 43,000 Date of acquisition July 2003 % of Shareholders’ funds 3.3%

SEAT Pagine Gialle is a telephone directories, business information and directory assistance company, which demerged from the internet, television and business publishing arm of SEAT in August 2003. The company has significant market share in Italy, the UK and Germany and is one of Italy’s leading yellow pages and telephone directory publishers. The valuation basis is quoted.

Birds Eye iglo (UK)

Company £000’s Cost 35,679 IFRS value 38,894 Date of acquisition November 2006

% of Shareholders’ funds 3.0%

Birds Eye iglo is a leading manufacturer of frozen foods, operating mainly in the UK and Ireland under the “Birds Eye” brand and in Continental Europe under the “iglo” brand. The company’s main products include fish, vegetable and ready meals, in addition to iconic products such as fish fingers and Schlemmer Filets. The valuation basis is earnings.

Jet Aviation (Switzerland)

Company £000’s Cost 21,819 IFRS value 36,659 Date of acquisition October 2005 % of Shareholders’ funds 2.8%

Jet Aviation was founded in 1967 and is a leading independent global business aviation service company with over 20 facilities and stations around the world. The company provides maintenance, completions and engineering services for business jets, as well as fixed-base operations and airline charter and management services on a global basis. The valuation basis is earnings. debitel (Germany)

Company £000’s Cost 361 IFRS value 30,597 Date of acquisition June 2004 % of Shareholders’ funds 2.4%

debitel is the third largest mobile telephony provider and the leading distribution platform in Germany, offering a wide range of telecommunications products (mobile, fixed-line and internet). The company is headquartered in Germany and following a year of active M&A now has over 14 million customers. The realisation of debitel was announced on 28 April 2008. The valuation basis is earnings.

Aearo Technologies (US)

Company £000’s Cost 10,335 IFRS value 27,591 Date of acquisition March 2006 % of Shareholders’ funds 2.1%

Aearo Technologies is a global leader in the personal protection equipment industry, competing primarily in the higher value added hearing, eye, head, face, respiratory and fall protection market segments. The realisation of Aearo Technologies was announced in November 2007 and completed on 1 April 2008. The valuation basis is third-party.

DinoSol Supermercados (Spain)

Company £000’s Cost 10,515 IFRS value 24,184 Date of acquisition November 2004 % of Shareholders’ funds 1.9%

DinoSol Supermercados (formerly Ahold Supermercados) operates approximately 460 core stores in Spain and the Canary Islands, trading primarily under the SuperSol and HiperDino brands. The valuation basis is earnings.

Principal Hayley Group (UK)

Company £000’s Cost 21,554 IFRS value 23,518 Date of acquisition September 2006 % of Shareholders’ funds 1.8%

Principal Hayley Group is a collection of 19 hotels and conference centres which competes in the upper mid-market segment of the UK hotel and conference markets. The valuation basis is earnings.

Gala Coral Group (UK)

Company £000’s Cost 42,975 IFRS value 22,800 Date of acquisition September 2005 % of Shareholders’ funds 1.8%

The Gala Coral Group is Europe’s pre-eminent gaming group operating through five key divisions: Gala Bingo; Gala Casino; Coral (licensed betting offices in the UK); E-commerce (comprising Eurobet and the Gala Bingo and TV operations); and an International Division. The valuation basis is earnings.

Telepizza (Spain)

Company £000’s Cost 13,453 IFRS value 18,880 Date of acquisition September 2006 % of Shareholders’ funds 1.5%

Telepizza is currently the leading player in the Spanish home delivery and take-away pizza business operating over 600 owned and franchised outlets. The company has an international presence in Portugal, Chile, Central America and Poland where it has around 35 per cent. of its outlets, and also

63 operates seven dough and cheese factories in Spain, Poland, Portugal and Chile for its own products. The valuation basis is earnings.

New Look (UK)

Company £000’s Cost 599 IFRS value 15,041 Date of acquisition April 2004 % of Shareholders’ funds 1.2%

New Look is a leading UK fashion retailer with a value proposition aimed at targeting the young female market. It has a similar business in France trading under the MIM fascia. The company was established in 1969 and has grown to become the UK’s third largest single fascia retailers of womenswear with around 4 per cent. of the UK market. New Look has around 590 stores in the UK and Ireland and during 2007 opened eight stores in France and five in Belgium. MIM has 263 stores in France. The valuation basis is earnings.

Material Developments since 31 December 2007 On 4 February 2008, the sale of Intelsat, which was announced in June 2007, completed.

On 6 March 2008, the acquisition of Arysta Life Sciences, which was announced in October 2007, completed.

On 1 April 2008, the sale of Aearo Technologies, which was announced in November 2007, completed.

On 24 April 2008, ProSiebenSat. 1 Group announced “its preliminary figures for the first quarter of fiscal 2008, increasing its revenues by 45.5 per cent. to €729.1 million and recurring EBITDA by 7.8 per cent. to €88.5 million due to the first time consolidation of SBS Broadcasting Group. However, on a pro-forma basis for the combined ProSiebenSat. 1 Group, revenues decreased by 2.0 per cent. or €14.9 million to €729.1 million in Q1 2008 versus Q1 2007 and recurring EBITDA declined by 25.1 per cent. to €88.5 million. Pro-forma results in Q1 2008 have been impacted primarily by the segment Free TV German speaking region which saw a reduction in external revenues of 4.9 per cent. to €417.1 million. Recurring EBITDA of the segment decreased accordingly by 18.4 per cent. to €57.6 million. The decrease in revenues and earnings is due to uncertainties linked to the implementation of the new advertising sales model introduced at the end of 2007 as a consequence of proceedings of the German Federal Cartel Office and to a time-lag effect of the weak ratings of Sat.1 in 2007.” SVG Capital’s holding in ProSiebenSat. 1 Group will be revalued as at 30 June 2008 and, given the leverage in ProSiebenSat. 1 Group, if the above earnings reduction continues in Q2 2008, there is likely to be a significant writedown in the value of ProSiebenSat. 1 Group.

On 28 April 2008, SVG Capital announced “that funds advised by Permira had signed an agreement to sell their holding in debitel, the leading German mobile service provider, to Freenet AG, an entity listed on the German stock exchange. In addition to cash proceeds and a vendor loan note, the Permira funds will retain an indirect stake of 20.7 per cent. in Freenet AG. The value of this transaction for SVG Capital is £54.0 million (including £27.8 million for the shares in Freenet AG based on its closing share price on 25 April 2008) which represents an approximate gross uplift of £23.4 million (15.8p per share) to the 31 December 2007 valuation of debitel. Funds advised by Permira originally acquired debitel in June 2004. This transaction is subject to approval from the cartel authorities, with their decision expected in June 2008.”

On 1 May 2008, SVG Capital announced “that funds advised by Symphony Capital Partners had agreed to sell their holding in Parkway Holdings Limited, which is listed on the Singapore Stock Exchange.

Parkway is a leading fully-integrated healthcare organisation in Asia. The value of this realisation for SVG Capital is £49.5 million, which represents a net premium of £1.2 million (0.8p per share) to the 31 December 2007 gross valuation of Parkway.”

On 8 May 2008, SVG Capital announced “the sale of a portfolio of private equity fund interests representing 6.9 per cent.6 of net assets at 31 December 2007 to Lexington Partners and SVG Diamond Private Equity Holdings III Limited, respectively, for £102.4 million7, which compares to a 31 December 2007 net asset value of the fund interests of £100.3 million.”

On 14 May 2008, SVG Capital announced “that funds advised by Permira, alongside the Marazzi family and another financial investor had agreed to launch an all cash voluntary public offer for all the outstanding shares of Marazzi Group SpA. Marazzi Group is a world leader in the design, manufacturing and sales of ceramic tiles, listed on the Italian Stock Exchange. SVG Capital’s share of this investment will be up to approximately £39.8 million.”

Two of SVG Capital’s 20 largest investments are quoted companies: Galaxy and SEAT Pagine Gialle. Since 31 December 2007, the share price of Galaxy has declined by 25 per cent. and SEAT Pagine Gialle’s share price has declined by 60 per cent.

Share options At 31 December 2007, 8,279,393 options to subscribe for Ordinary Shares were outstanding. In addition, during 2007, SVG Capital granted 958,584 performance shares to qualifying participants, of which 10,810 lapsed prior to the year-end. A further 1,137,050 performance shares have been granted in 2008. Further details of options and performance shares granted are set out in Note 20 to the 2007 Accounts.

8 Directors

The Directors of the Issuer are listed below, together with an indication of the principal activities performed by them outside the Issuer.

Nicholas Ferguson Chairman

Nicholas Ferguson was appointed as a Director of the Company on 12 February 1996 and Chairman on 25 April 2005. He is non-executive Chairman of SVG Advisers Limited and was formerly Chairman of Schroder Ventures and instrumental in its development since 1984. He is a non-executive Director of BskyB plc.

Committees:

Investment (Chairman)

Nominations (Chairman)

Andrew Williams Executive Director

Andrew Williams was appointed as a Director of the Company on 3 May 2002. He is Chief Executive of SVG Advisers Limited, Managing Principal of SVG North America Inc and a non-executive Director of CDC Group plc.

Committees:

Investment

6 Including the Directors’ 31 December 2007 unaudited valuation of SVG Advisers and adjusting for cash flow since then. 7 Prior to adjusting for any cash flows associated with the assets since 31 December 2007.

Damon Buffini Non-Executive Director

Damon Buffini was appointed as a Director of the Company on 25 April 2005. He joined Permira in 1988. He became a partner of Permira in 1992, Managing Partner of the UK in 1999 and Managing Partner in 2000. He is now Chairman of the Board of Permira Holdings Limited and Chairman of the Permira Fund investment committees. Mr. Buffini will not participate in any discussions relating to commitments made, or which may be made, by the SVG Capital Group to any Permira Funds or Permira products.

Committees:

Nominations

Francis Finlay Non-Executive Director

Francis Finlay was appointed as a Director of the Company on 1 October 2004. He is Chairman of Clay Finlay Inc., a New York based investment management firm with offices in Europe and Asia. His other non-executive directorships include two London listed investment trusts, Scottish Investment Trust plc and Indochina Capital Vietnam Holdings Limited.

Committees:

Remuneration (Chairman)

Investment

Nominations

Anthony Habgood Non-Executive Director

Anthony Habgood was appointed as a Director of the Company on 12 February 1996 and is Chairman of Bunzl plc and Chairman of Whitbread plc. Anthony Habgood is the Senior Independent Director of the Company.

Committees:

Audit

Investment

Nominations

Remuneration

Edgar Koning Non-Executive Director

Edgar Koning was appointed as a Director of the Company on 12 February 1996 and is Executive Vice President with AEGON Nederland NV. He joined AEGON in 1981 and has held various senior management positions in the AEGON Group.

Committees:

Investment

Nominations

Denis Raeburn Non-Executive Director

Denis Raeburn was appointed as a Director of the Company on 25 June 2001 and was Managing Director of the asset management company Global Asset Management (GAM) between 1986 and 1999.

Committees:

Audit

Investment

Nominations

Remuneration

Charles Sinclair Non-Executive Director

Charles Sinclair was appointed as a Director of the Company on 1 January 2005. He is Chief Executive of Daily Mail and General Trust plc. He is a non-executive Director of Euromoney Institutional Investor PLC.

Committees:

Audit (Chairman)

Investment

Gary Steinberg Non-Executive Director

Gary Steinberg was appointed as a Director of the Company on 15 March 2007. He is currently working as an investment consultant. Prior to this, Gary was the Chief Investment Officer of The Wellcome Trust and the Chief Executive of BP Investment Management, responsible for managing investment portfolios of £11 billion and £12 billion respectively.

Committees:

Audit

Investment

Remuneration

The business address of each of the Directors listed above is 31 Gresham Street, London EC2V 7QA. Nicholas Ferguson and Andrew Williams have options over Ordinary Shares, details of which are given on page 36 of the 2007 Accounts. Andrew Williams also has awards over Ordinary Shares under the Performance Share Plan, details of which are given on page 37 of the 2007 Accounts. Damon Buffini has an interest in 6 million Ordinary Shares since he has an interest in PHL, the parent of Permira Capital Limited which owns 6 million Ordinary Shares. Further, PHL is a party to the Operating Agreement. Other than as set out on pages 54 and 66 of this Offering Circular in respect of Mr Buffini, no Director has a conflict of interest between his duties to the Issuer and his private interests or other duties.

The Listing Rules require that the Board comprises a majority of Directors, including the Chairman, who are independent. The Board considers Francis Finlay, Anthony Habgood, Edgar Koning, Denis Raeburn, Charles Sinclair and Gary Steinberg to be independent. Any decision of the Board requires a simple majority vote.

SVG Capital intends to continue to comply with the provisions of the Combined Code. The Board has delegated certain responsibilities and functions to committees. Terms of reference, as well as details of membership and composition of the Board are set out on pages 42-44 of the 2007 Accounts. The Board keeps under review the composition of each of its Committees to ensure that undue reliance is not

placed on particular individuals. The Investment Committee is responsible for, inter alia, reviewing investment proposals for the Company, providing investment recommendations to the Board and implementing the Board’s decision as regards any investment. The committee also considers ad hoc matters as appropriate. SVG Advisers is responsible for providing advice on investments to the Investment Committee.

The Board has also established an Audit Committee with formally delegated duties and responsibilities, which is comprised entirely of independent Directors. The role of the Audit Committee is to ensure that SVG Capital maintains the highest standards of integrity in financial reporting and internal control.

A Nominations Committee was established by the Board in accordance with the recommendations of the Combined Code, to make recommendations on the appointment of new Directors. In making its recommendations, the committee is required to ensure that the composition of the Board is appropriately balanced in expertise and ability. A formal procedure for the appointment of new Directors is contained in the terms of reference of this committee.

The Board has established a Remuneration Committee which is, inter alia, responsible for determining the remuneration policy throughout the SVG Capital Group and the operation of the Company’s Executive Share Incentive Plans, further details of which are described on page 33 of the 2007 Accounts. Its terms of reference take into account the provisions of the Combined Code. The Remuneration Committee has appointed New Bridge Street Consultants LLP and Towers Perrin, independent remuneration consultants, to advise it. New Bridge Street Consultants LLP also provides advice on the operation of the Company’s share schemes. The terms of reference of the Remuneration Committee are set out on page 44 of the 2007 Accounts.

The Performance Share Plan replaced the Executive Share Option Plan following the Company’s Annual General Meeting in 2007. However, whilst the Remuneration Committee does not intend to make further grants under the Executive Share Option Plan, it has been retained for use in exceptional circumstances such as for the recruitment and retention of senior staff or to reward exceptional performance.

The total number of employees of, or persons seconded by SIM to, the SVG Capital Group is currently three. SVG Capital has no employees. SVG Advisers currently has 45 permanent8 employees and three secondees from SIM. SVGA Inc. has 10 permanent9 employees and SVG Investment Managers has 10 permanent10 employees. The average number of employees of, or persons seconded by SIM to, the SVG Capital Group for the three years ended 31 December 2007 was three.

9 Secretary, administration services and registrar

SVG Capital has appointed SIM to provide certain company secretarial and administrative services. Under the terms of the agreement, SIM is entitled to receive an annual fee equal to £100,000 per annum.

SIM is also responsible for the provision of certain cash and currency management facilities. SIM receives remuneration for its services at a current rate of 0.10 per cent. per annum on cash balances up to £75 million, 0.05 per cent. per annum on the next £75 million and 0.03 per cent. thereafter subject to a minimum fee of £20,000.

Equiniti Registrars, of PO Box 28448, Finance House, Orchard Brae, Edinburgh EH4 1WQ, is the registrar of SVG Capital, responsible for maintaining the register of Shareholders.

8 As at 13 May 2008. 9 As at 13 May 2008. 10 As at 13 May 2008.

10 Role and remuneration of the underlying investment managers

Certain entities advise the PE Funds in which SVG Capital invests. These entities have undertaken to provide such information or services as are within their power and which are reasonably required to enable the Directors to manage the affairs of SVG Capital and to monitor SVG Capital’s ability to satisfy the conditions for approval as an investment trust under Section 842.

Distributions from the PE Funds to SVG Capital and to other investors in the PE Funds in respect of their holdings will be after deduction or allocation of the appropriate Carried Interest due to the underlying investment managers.

In the 12 months to 31 December 2007, SVG Capital indirectly incurred fees of approximately £30.8 million in respect of the entities that manage or advise the PE Funds in which it invests.

11 Investment trust status

In order to obtain exemption from corporation tax on chargeable gains, SVG Capital currently conducts itself with a view to being an approved investment trust for the purposes of Section 842.

The current conditions for a company to be approved by HMRC as an investment trust for tax purposes are set out in Section 842. Approval as an investment trust is obtained retrospectively for an accounting period and such approval is obtained only if the relevant conditions are satisfied throughout that accounting period. As is the case with all companies which are approved as investment trusts, there can be no guarantee in advance that retrospective approval for any accounting period will be given.

The last accounting period for which SVG Capital has been treated as approved by HMRC as an investment trust is the accounting period ended on 31 December 2006. SVG Capital considers that it has subsequently conducted its affairs so as to enable it to qualify for approval as an investment trust and expects to obtain approval from HMRC as an investment trust for the accounting period ended on 31 December 2007. In the event that SVG Capital is not approved as an investment trust in respect of any accounting period, there would be no direct tax consequences for investors in SVG Capital. The consequences for SVG Capital itself would be that it would be liable for corporation tax on its chargeable gains.

SVG Capital will not be liable to corporation tax on chargeable gains in respect of any accounting period for which it is approved as an investment trust as described above. The income of SVG Capital will be subject to corporation tax in each of its accounting periods.

12 Income and capital gains recognition

SVG Capital’s income is expected to continue to be derived mainly from shares and securities (as determined for the purposes of Section 842). A significant proportion of SVG Capital’s capital gains are derived from distributions in respect of its holdings in the PE Funds. SVG Capital accounts for such distributions by reference to the underlying source of the distribution. The Directors expect that future distributions to SVG Capital in respect of its holdings will be principally the net proceeds of realisations of investments held by the PE Funds and, therefore, will be treated as capital gains rather than income.

Distributions receivable by SVG Capital which arise from dividends, interest and other revenue items through the PE Funds will be credited to SVG Capital’s revenue account. Investment income arising from directly held investments of SVG Capital will, in the case of a dividend, be included as revenue in the period in which the due date for payment of the dividend arises and, in the case of interest income, be included as revenue on an amortised cost basis.

The proceeds, net of costs, from any realisations of SVG Capital’s investments, including distributions to it in respect of its holdings which arise from realisations of investments held via the PE Funds, will be credited, when declared, to a non-distributable capital reserve.

13 Dividend policy

The Directors expect that any returns for Shareholders will continue to derive primarily from the capital appreciation of Ordinary Shares rather than from the dividends paid on the Ordinary Shares.

In order to comply with the current conditions for approval as an investment trust, SVG Capital is prohibited by its Articles of Association from distributing as dividends any capital surpluses arising from the realisation of its investments. Accordingly, any dividends paid by SVG Capital will be funded out of its revenue account. It is intended that SVG Capital will make sufficient dividend payments to ensure that it is able to meet the current conditions for approval as an investment trust for tax purposes.

In the absence of unforeseen circumstances, the Directors would expect to distribute any dividends to Shareholders in accordance with this policy each year. On 9 May 2008, SVG Capital paid a final dividend for the 12 months ended 31 December 2007 of 6.5p.

PRINCIPAL SHAREHOLDERS

As at 27 May 2008 (the latest practicable date prior to the publication of this Offering Circular), the Issuer was aware of the following persons who, directly or indirectly, were interested in 3 per cent. or more of the voting rights attached to the Issuer’s share capital (calculated exclusive of treasury shares):

Approximate percentage of the voting rights Number of attached to ordinary the issued shares share capital % AEGON Investment Management BV ...... 24,603,665 17.69 Schroders plc and its subsidiaries - non-beneficial, managed for clients ...... 12,565,273 9.03 - beneficial...... 7,113,449 5.12 Aviva plc ...... 11,382,131 8.18 Blackrock Investment Management UK Ltd...... 6,926,324 4.98 Permira Capital Limited ...... 6,000,000 4.31 Legal & General ...... 5,597,724 4.03 Deutsche Bank AG ...... 4,280,459 3.08

DESCRIPTION OF THE ORDINARY SHARES

The following summarises certain provisions of the Articles of Association of the Issuer (the “Articles”). This summary does not purport to be complete and is subject to and is qualified in its entirety by reference to the Articles.

Share capital As at the date of this Offering Circular, the Issuer’s authorised share capital is £200,000,000, comprising 200,000,000 ordinary shares of 100 pence each in the Issuer, each credited as fully-paid.

The Issuer’s shares are in registered form and shares have been issued in both certificated and uncertificated form. The Issuer’s registrar is Equiniti Limited, PO Box 28448, Finance House, Orchard Brae, Edinburgh EH4 1WQ.

Voting rights (i) Subject to any special terms as to voting upon which any shares may be issued or may for the time being be held and to any other provisions of the Articles, every member present at a general meeting of the Company shall have one vote on a show of hands, and on a poll every member present shall have one vote for every Ordinary Share of which he is the holder.

(ii) No member shall, unless the Board decides otherwise, be entitled to vote at any general meeting of the Company or any separate meeting of the holders of any class of shares of the Company if any call or other sum presently payable by him in respect of those shares remains unpaid.

(iii) Where a holder of shares in the Company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares, the Company may give the holder a restriction notice to the effect that from the service of such notice those shares will be subject to the relevant restrictions. The relevant restrictions are in the case of a person with a 0.25 per cent. interest (as defined in the Articles) and in respect of voting rights, that they may be subject to a restriction, such that the shares will not confer on the holder any right to attend or vote at any general meeting of the Company or at a separate general meeting of the holders of any class of shares in the Company.

Variation of rights and alteration of capital (i) Subject to the provisions of the Companies Acts and the Articles, all or any of the rights for the time being attached to any class of shares may from time to time (whether or not the Company is being wound up) be varied with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of those shares. The provisions of the Articles as to general meetings of the Company shall apply mutatis mutandis to any such separate general meeting, but so that the quorum requirement for such a separate general meeting is a person or persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class, that every holder of shares of the class shall be entitled on a poll to one vote for every share of the class held by him, that any holder of shares of the class present may demand a poll and that at any adjourned meeting of the holders one holder present (whatever the number of shares held by him) shall be quorum.

(ii) The Company may by ordinary resolution:

(1) increase its authorised share capital by such sum to be divided into shares of such amounts as the resolution shall prescribe;

(2) consolidate and divide all or any of its share capital into shares of a larger amount;

(3) subject to the provisions of the Companies Acts, sub-divide its share capital into shares of a smaller amount; and

(4) cancel any shares which have not been taken or agreed to be taken by any person and diminish its authorised share capital by the amount of the shares so cancelled.

(iii) Subject to the provisions of the Companies Acts, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way.

(iv) Subject to the provisions of the Companies Acts and the rights of the holders of any class of shares, the Company may issue any share which is to be redeemed, or which is liable to be redeemed, at the option of the Company or the holder and may purchase shares comprising all or any of its shares of any classes then in issue, including redeemable shares.

Dividends and other distributions (i) Subject to the provisions of the Companies Acts the Company may by ordinary resolution from time to time declare dividends in accordance with the respective rights of the members and their interests in the profits available for distribution, but no such dividends shall be payable except out of the profits of the Company and otherwise in accordance with the Companies Acts, or in excess of the amount recommended by the Board. The Board shall exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure, as far as by such exercise it can secure, that such subsidiary undertakings shall distribute to the Company by way of dividends all the profits of such subsidiary undertakings.

(ii) Subject to the provisions of the Companies Acts, the determination of the Board as to the amount of profits in the Company at any time available for distribution by way of dividends shall be conclusive.

(iii) Dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. The Board may from time to time pay to the members such interim dividends as appear to the Board to be justified by the financial position of the Company and the Board may also pay any dividends payable at a fixed rate at intervals settled by the Board whenever the financial position of the Company, in the opinion of the Board, justifies their payment.

(iv) The Board may (subject to the requirements of the Uncertificated Securities Regulations (as defined in the Articles)) withhold payment of all or any part of any dividends (including shares issued in lieu of dividends) in respect of the Company’s shares from a person with a 0.25 per cent. interest (as defined in the Articles) in those shares or any class thereof if such a person has been served with a restriction notice after failure to provide the Company with information concerning interests in those shares required to be provided under a statutory notice.

(v) Capital profits and surpluses arising from the realisation of investments will not be available for distribution by way of dividend.

(vi) Any dividend unclaimed after a period of 12 years from the date it became due for payment shall be forfeited and shall revert to the Company.

(vii) Upon the commencement of liquidation, the liquidator may, with the sanction of a special resolution of the Company and subject to the Companies Acts, either distribute the whole or part of the Company’s assets in kind and for that purpose determine the basis and value of the distribution between members or vest the whole or part of the assets in trustees for the benefit of the contributories as the liquidator shall think fit. No member is obliged to accept shares or assets subject to a liability.

Capital reserves All capital profits arising on the sale or realisation of investments and other capital assets in excess of the book value thereof and all other capital profits and unrealised appreciation of investments or other assets representing or in the nature of accretion to capital assets will either be credited to a capital reserve to be maintained by the Company or be applied in providing for depreciation or contingencies. Any losses resulting from any such dealings as aforesaid and any depreciation in value of capital assets will be debited to such capital reserve except in so far as the Board otherwise decides. All sums carried and standing to the capital reserve may be applied for any of the purposes to which sums standing to any revenue reserve are applicable, except and provided that no part of the capital reserve or any other monies in the nature of accretion to capital may be transferred to revenue account or be regarded or treated as profits of the Company available to be applied in paying dividends.

The Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one and partly the other. The Board may also determine whether any cost or expense (including any costs incurred or sums expended in connection with the management of the assets of the Company) is to be treated as a cost or expense chargeable to capital or revenue account or partly one and partly the other and, to the extent that the Board determines that such cost or expense should be apportioned to capital, the Board may debit or charge the same to the capital reserve.

Transfer of shares Shares held in certificated form may be transferred by instrument in any usual form or in any other form which the Board may approve. Shares held in uncertificated form may be transferred by means of a relevant system as provided for in the Uncertificated Securities Regulations (as defined in the Articles) and the rules of any relevant system. The instrument of transfer of a certificated share must be executed by or on behalf of the transferor (in the case of a partly paid share, the transferee) and the transferor is deemed to remain the holder until the transferee’s name is entered in the register. The Board may, in its absolute discretion refuse to register any transfer of shares which are not fully paid. The Board may also refuse to register any transfer of certificated shares unless the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make such transfer, the instrument of transfer is in respect of only one class of share, and if the instrument of transfer is in respect of a transfer to joint holders, the number of joint holders to whom the shares are to be transferred does not exceed four. The Board may only decline to register a transfer of a share held in uncertificated form in the circumstances set out in the Uncertificated Securities Regulations and, in the case of a transfer to joint holders, where the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

The Board may (subject to the Uncertificated Securities Regulations) decline to register a transfer of the shares by a person with a 0.25 per cent. interest (as defined in the Articles) in those shares or any class thereof if such a person has been served with a restriction notice after a failure to provide the Company with information concerning interests in those shares required to be provided under a statutory notice unless the transfer is shown to the Board to be pursuant to an arm’s length sale (as defined in the Articles).

Compulsory transfer of shares If it shall come to the notice of the Directors that any share or shares:

(i) are or may be owned or held directly or beneficially by any person or persons whose ownership or holding or continued ownership or holding of those shares (whether on its own or in conjunction with any other circumstance appearing to the Directors to be relevant) might in the sole and conclusive determination of the Directors cause a pecuniary or tax disadvantage to the Company or any other holder of shares or other securities of the Company; or

(ii) are or may be owned or held directly or beneficially such that any United States Persons who is a holder or beneficial owner of shares or other securities of the Company, including bonds (other than certain short-term securities) and who acquired securities of the Company from the Company or its agents or affiliates (‘‘direct purchasers’’) or any United States resident transferee of any direct purchaser (‘‘Private Offering Holders’’) is not a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act (as defined in the Articles) and related rules; or

(iii) are or may be owned or held directly or beneficially by any person to whom a transfer of shares or whose ownership or holding of any shares might in the opinion of the Directors require registration of the Company as an investment company under the Investment Company Act,

the Directors may, and:

(iv) if it shall come to the notice of the Directors that any share or shares are or may be owned or held directly or beneficially by any person who is a pension or other benefit plan subject to Title 1 of the United States Employee Retirement Income Security Act of 1974, as amended (‘‘ERISA’’) and in the opinion of the Directors the assets of the Company may be considered ‘‘plan assets’’ within the meaning of regulations adopted under ERISA, the Directors shall be required to, serve a notice (a ‘‘Transfer Notice’’) upon the person (or any one of such persons where shares are registered in joint names) appearing in the register as the holder (the ‘‘Vendor’’) of the share, shares or any of the shares concerned (the ‘‘Relevant Shares’’) requiring the Vendor within 21 days (or such extended time as in all the circumstances the Directors shall consider reasonable) to transfer (and/or procure the disposal of interests in) the Relevant Shares to another person who, in the sole and conclusive determination of the Directors, would not fall within (i), (ii), (iii) or (iv) above (such a person being hereinafter called an ‘‘Eligible Transferee’’) . On and after the date of such Transfer Notice, and until registration of a transfer of the Relevant Share to which it relates pursuant to the provisions of this paragraph or the following paragraph, the rights and privileges attaching to the Relevant Shares shall be suspended and not capable of exercise.

If within 21 days after the giving of a Transfer Notice (or such extended time as in all the circumstances the Directors shall consider reasonable) the Transfer Notice has not been complied with to the satisfaction of the Directors, the Company may sell the Relevant Shares on behalf of the holder or holders thereof by instructing a member of the London Stock Exchange to sell them in accordance with the best practice then obtaining to any Eligible Transferee or Eligible Transferees. For this purpose the directors may authorise in writing any officer or employee of the company to execute on behalf of the holder or holders of the Relevant Shares a transfer of the Relevant Shares to the purchaser or purchasers and an instrument of transfer executed by that person will be as effective as if it had been executed by the holder of, or the person entitled by transmission to, the Relevant Shares. The purchaser will not be bound to see to the application of the purchase moneys nor will his title to the Relevant Shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

The net proceeds of the sale of the Relevant Shares shall be received by the Company, whose receipt shall be a good discharge for the purchase moneys, and will belong to the Company and, upon their receipt, the Company will become indebted to the former holder of, or person entitled by transmission to, the Relevant Shares for an amount equal to the net proceeds of transfer upon surrender by him or them of the certificate for the Relevant Shares which the Vendor shall forthwith be obliged to deliver to the Company. No trust will be created in respect of the debt and no interest will be payable in respect of it and the Company will not be required to account for any moneys earned from the net proceeds of transfer which may be employed in the business of the Company or as it thinks fit. The Company may register the transferee or transferees as holder or holders of the Relevant Shares and issue to him or them a certificate for the same and thereupon the transferee or transferees shall become absolutely entitled thereto.

A person who becomes aware that his holding, directly or beneficially, of shares will, or is likely to, fall within any of sub-paragraphs (i), (ii), (iii) or (iv) above shall forthwith, unless he has already received a Transfer Notice in accordance with the foregoing, either transfer the shares to an Eligible Transferee or Eligible Transferees or give a request in writing to the Directors for the issue of a Transfer Notice in accordance with the foregoing. Every such request shall be accompanied by the certificate or certificates for the shares to which it relates.

Subject to the provisions of the Articles, the Directors shall, unless any Director has reason to believe otherwise, be entitled to assume without enquiry that none of the shares are held in such a way as to entitle or require the Directors to serve a Transfer Notice in respect thereof. The Directors may, however, at any time and from time to time call upon any holder (or any one of joint holders) of shares by notice in writing to provide such information and evidence as they shall require upon any matter connected with or in relation to such holder of shares. In the event of such information and evidence not being so provided within such reasonable period (not being less than 21 days after service of the notice requiring the same) as may be specified by the Directors in the said notice, the Directors may, in their absolute discretion, treat any share held by such a holder or joint holder as being held in such a way as to entitle or require them to serve a Transfer Notice in respect thereof.

The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with these provisions. The exercise of the powers conferred by the foregoing shall not be questioned or invalidated in any case on the ground that there was insufficient evidence of direct or beneficial ownership or holding of shares by any person or that the true direct or beneficial owner or holder of any shares was otherwise than as appeared to the Directors at the relevant date provided that the said powers shall have been exercised in good faith.

Borrowing powers The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. The Directors must restrict the borrowings (as defined in the Articles) of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (but as regards subsidiary undertakings only in so far as by the exercise of the rights or powers of control the board can secure) that the aggregate principal amount from time to time outstanding of all borrowings (as defined in the Articles) by the Company and its subsidiary undertakings (exclusive of borrowings intragroup) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to the adjusted capital and reserves (as defined in the Articles) of the Company.

Directors Appointment of Directors

Directors may be appointed by the Company by ordinary resolution or by the Directors. A Director appointed by the Directors will hold office only until the next following Annual General Meeting and will not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at that meeting.

Remuneration of Directors

Each of the Directors shall be paid a fee at such rate as may be determined by the Directors provided that the total fees paid to the Directors (excluding amounts payable under other provisions of the Articles) shall not exceed £100,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company. At the Annual General Meeting in 2005, this amount was increased to £600,000 by ordinary resolution of the Company. Each Director may also be paid reasonable travelling, hotel and incidental expenses of attending meetings of the Directors, of committees of the

Directors or general meetings of the Company or any other meeting which as a Director he is entitled to attend and shall be paid all expenses incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director.

Any Director who goes or resides abroad for any purpose of the Company or performs services beyond the ordinary duties of a Director may be paid such extra remuneration as the Directors may determine in addition to any other remuneration from the Company.

Executive Directors

The Directors or any authorised committee may from time to time appoint one or more Directors to hold any employment or executive office with the Company (including that of managing director) for such period (subject to the provisions of the Companies Acts) and upon such other terms as the Board or any authorised committee may in its discretion decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the director may have against the Company or the Company may have against the Director for any breach of any contract of service between him and the Company which may be involved in the revocation or termination. A Director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors or authorised committee may decide either in addition to or in lieu of his remuneration as a Director.

Retirement of Directors by rotation

At every Annual General Meeting of the Company, as nearly as possible one-third of the Directors who are subject to retirement by rotation will retire by rotation and be eligible for re-election. The Directors to retire will be those who have been longest in office or, in the case of those who were appointed or reappointed on the same day, will be (unless they otherwise agree) determined by lot.

Restrictions on voting

A Director cannot vote, or be counted in the quorum on a resolution of the Directors relating to appointing that Director to a position with the Company or a company in which the Company has an interest or the terms or the termination of the appointment.

If the Directors are considering proposals about appointing two or more directors to positions with the Company or any company in which the Company has an interest or, if the Directors are considering setting or changing the terms of their appointment, these proposals can be split to deal with each Director separately. If this is done, each Director can vote and be included in the quorum for each resolution, except any resolution concerning him or concerning the appointment of another Director to a position with a company in which the Company is interested where the Director has a Relevant Interest (as defined in the Articles) in it.

A Director cannot vote or be counted in the quorum on a resolution of the Directors about a contract in which he has an interest and, if he does vote, his vote will not be counted, but this prohibition will not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where that interest is included in the following list:-

(i) a resolution about giving him any guarantee, indemnity or security for money which he or any other person has lent or obligations he or any other person has undertaken at the request of or for the benefit of the Company or any of its subsidiary undertakings;

(ii) a resolution about giving any guarantee, indemnity or security to another person for a debt or obligation which is owed by the company or any of its subsidiary undertakings to that other person if the Director has taken responsibility for some or all of that debt or obligation. The Director can take this responsibility by giving a guarantee, indemnity or security;

(iii) a resolution about giving him any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;

(iv) a resolution about the Company funding his expenditure on defending proceedings or the Company doing something to enable him to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangements;

(v) a resolution relating to an offer by the Company or any of its subsidiary undertakings of any shares or debentures or other securities for subscription or purchase if the Director takes part because he is a holder of shares, debentures or other securities or if he takes part in the underwriting or sub-underwriting of the offer;

(vi) a resolution about a contract in which he has an interest because of his interest in shares or debentures or other securities of the Company or because of any other interest in or through the Company;

(vii) a resolution about a contract involving any other company if the Director has an interest of any kind in that company (including an interest by holding any position in that company or by being a shareholder in that company). This does not apply if he knows that he has a Relevant Interest (as defined in the Articles) in that company;

(viii) a resolution about a contract relating to a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees’ share scheme which gives the Director benefits which are also generally given to the employees to whom the fund or scheme relates;

(ix) a resolution about a contract relating to an arrangement for the benefit of employees of the company or of any of its subsidiary undertakings which only gives him benefits which are also generally given to the employees to whom the arrangement relates; and

(x) a resolution about a contract relating to any insurance which the Company can buy or renew for the benefit of directors or of a group of people which includes directors.

Subject to the Articles, the Directors can exercise voting rights attached to any shares in another company held by the Company and the voting rights which they have as directors of that company in any way they decide.

Directors’ shareholdings

There is no qualification fixed by the Articles for a Director to hold any shares in the Company.

Indemnity of officers Subject to the provisions of the Companies Acts, the Company may indemnify any Director or other officer against any liability and may purchase and maintain, for any Director or other officer or auditor insurance against any liability.

Every Director or other officer shall be indemnified, and if the Directors so determine an auditor may be indemnified, out of the assets of the Company against any liability incurred as a director or other officer, or as auditor, in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Companies Acts in which relief is granted to him by the Court.

Untraced shareholders The Company may sell any certificated shares in the Company on behalf of the holder of, or the person entitled to transmission to, the shares after advertising its intention to sell and waiting for three months if the shares have been in issue for at least 12 years immediately preceding the relevant advertisement and during that period at least three cash dividends have become payable on them and have not been

78 claimed or satisfied and, so far as any Director is aware, the Company has not received any communication during the relevant period from the holder of the shares or any person entitled to them by transmission. Upon any such sale, the Company will become indebted to the former holder of the shares or the person entitled to them by transmission for an amount equal to the net proceeds of sale.

Record date for service Any document or other information may be served or delivered by the Company by reference to the register as it stands at any time not more than 15 days before the date of service or delivery and no change in the register after that time shall invalidate that service or delivery. Where any document or other information is served on or delivered to any person in respect of a share in accordance with the Articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that document or other information.

Members resident abroad Members with registered addresses outside the United Kingdom and who give to the Company a postal address within the United Kingdom at which notices, documents or other information may be served are entitled to have notices, documents and other information served at that address and will be deemed to have received notices, documents and other information posted to that address seven London business days following posting of the relevant notice, documents or other information.

Members with registered addresses outside the United Kingdom and who give to the Company an address for the purposes of communication by electronic means may, at the absolute discretion of the board, have notices, documents and other information sent to him at that address and will be deemed to have received notices, documents or other information on the day on which it is sent.

UNITED KINGDOM TAXATION

The following is a general description of certain United Kingdom (“UK”) tax considerations relating to the Bonds and the Ordinary Shares. It does not purport to be a complete analysis of all UK tax considerations relating to the Bonds and the Ordinary Shares, relates only to persons who are the absolute beneficial owners of the Bonds and the Ordinary Shares and hold the Bonds and the Ordinary Shares as an investment, does not deal with certain classes of persons (such as dealers in securities and those who are treated for tax purposes as having received their Bonds or Ordinary Shares by reason of their employment) and, save as specifically mentioned, applies only to Bondholders and Shareholders who are resident and (if individuals) ordinarily resident in the UK for tax purposes.

This summary is based upon the Issuer's understanding of UK tax law and HMRC practice as in effect on the date of this Offering Circular, is subject to any change in such law or practice that may take effect after such date (possibly with retrospective effect) and assumes that the Finance Bill published on 27 March 2008 will be enacted without relevant amendment.

Prospective purchasers of Bonds who may be subject to tax in any jurisdiction other than the UK, or who have any doubt whatsoever as to their tax position, should consult an appropriate professional advisor without delay.

Withholding Tax and Interest on Bonds

The Bonds will constitute "quoted Eurobonds" so long as they are and continue to be listed on a recognised stock exchange, within the meaning of Section 1005 of the Income Tax Act 2007. The London Stock Exchange is a recognised stock exchange for these purposes. On the basis of HMRC's published interpretation of the relevant legislation and the application of Section 1005(3) of the Income Tax Act 2007, securities will be treated as listed on the London Stock Exchange if they are included in the Official List by the UKLA and are admitted to trading on the London Stock Exchange. HMRC have confirmed that securities that are admitted to trading on the Professional Securities Market satisfy the condition of being admitted to trading on the London Stock Exchange. Whilst the Bonds are and continue to be quoted Eurobonds, payments of interest by the Issuer on the Bonds may be made without withholding or deduction for or on account of UK income tax.

In all other cases, interest will generally be paid under deduction of income tax at the basic rate (currently 20 per cent.) subject to any direction to the contrary from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty and subject to any other exemption that may be available to particular Bondholders.

If interest is paid under deduction of UK income tax (for example, if the Bonds cease to be listed on a recognised stock exchange), Bondholders who are not resident in the UK may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty.

The interest paid on the Bonds will have a UK source and accordingly may be chargeable to UK tax by direct assessment. In this event, where the interest is paid without withholding or deduction, the interest will not be assessed to UK tax in the hands of holders of the Bonds who are not resident for tax purposes in the UK, except where such persons carry on a trade, profession or vocation in the UK through a UK branch or agency or, in the case of corporate holders, carry on a trade or vocation through a permanent establishment in the UK in connection with which the interest is received or to which the Bonds are attributable, in which case tax may be levied on the UK branch, agency or permanent establishment. There are exemptions for interest received by certain categories of agents. Exemption from, or reduction of, such UK tax liability might be available under an applicable double taxation treaty.

The above description of the UK withholding tax position assumes that there will be no substitution of the Issuer and does not consider the tax consequences of any such substitution.

Provision of Information

Bondholders who are individuals should note that where any interest on Bonds is paid to them (or to any person acting on their behalf) by any person in the UK acting on behalf of the Issuer (a "paying agent"), or is received by any person in the UK acting on behalf of the relevant Bondholder (other than solely by clearing or arranging the clearing of a cheque) (a "collecting agent"), then the paying agent or the collecting agent (as the case may be) may, in certain cases, be required to supply to HMRC details of the payment and certain details relating to the Bondholder (including the Bondholder's name and address). These provisions will apply whether or not the interest has been paid subject to withholding or deduction for or on account of UK income tax and whether or not the Bondholder is resident in the UK for UK taxation purposes. Where the Bondholder is not so resident, the details provided to HMRC may, in certain cases, be passed by HMRC to the tax authorities of the jurisdiction in which the Bondholder is resident for taxation purposes.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual or certain other entities resident in that other Member State; however, for a transitional period, Austria, Belgium and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent., unless during such period they elect otherwise.

The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.

A number of non-EU countries, and certain dependent or associated territories of certain Member States, have agreed to adopt similar measures (either as to provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to an individual resident in a Member State. In addition, the Member States have entered into reciprocal provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to an individual or certain other entities resident in one of those territories.

Interpretation

References to "interest" above are to "interest" as understood in UK tax law. The statements above do not take any account of any different definitions of "interest" which may prevail under any other law.

Conversion, redemption and transfer of the Bonds

Bondholders within the charge to UK corporation tax

The UK taxation treatment for a Bondholder within the charge to UK corporation tax will depend on, amongst other things, the accounting treatment of a Bond in the Bondholder's hands, including whether or not the Bonds are regarded as containing an "embedded derivative" as an accounting matter. The accounting treatment will also affect the tax treatment of a disposal of the Bonds (including a disposal occurring on redemption or conversion). Bondholders within the charge to UK corporation tax should therefore consult their own accounting and tax advisers concerning their tax liabilities that may arise as a result of holding the Bonds, or as a result of the disposal or conversion of the Bonds.

Other UK taxpayers

The Bonds should not be treated as “deeply discounted securities” for the purposes of Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005. The transfer of a Bond by a Bondholder resident or ordinarily resident for tax purposes in the UK or who carries on a trade, profession or vocation in the UK through a branch, agency or permanent establishment to which the Bond is attributable and

81 who is not within the charge to UK corporation tax (for the purposes of this section, a “UK income tax payer”) may, therefore, give rise to a chargeable gain or allowable loss for the purposes of the UK taxation of chargeable gains.

Furthermore, a disposal of a Bond (including a disposal occurring on redemption or conversion) by a Bondholder who is a UK income tax payer may give rise to a charge to UK income tax in respect of an amount treated under the provisions of Chapter 2 of Part 12 of the Income Tax Act 2007 (Accrued Income Profits and Losses) as representing interest accrued on the Bonds at the time of transfer. The Bonds may constitute "variable rate securities" for these purposes. If so, the accrued income for tax purposes in respect of a transfer of the Bonds will be computed on a just and reasonable basis. A transferee of the Bonds will generally not be entitled to any relief for any amount of income that has accrued prior to the date of transfer, except to the extent that it falls to be taken into account in the application of the just and reasonable basis of charge on a subsequent disposal of the Bonds.

On conversion, interest which is deemed to have accrued since the last interest payment date may be chargeable to UK tax as income under Chapter 2 of Part 12 of the Income Tax Act 2007 (Accrued Income Profits and Losses) even though, on conversion, accrued interest may not be payable. In those circumstances an amount equal to the deemed accrued interest may be treated for the purposes of the UK taxation of chargeable gains as consideration given by the Bondholder for the Ordinary Shares received on conversion.

For a Bondholder who is a UK income tax payer and therefore not within the charge to UK corporation tax, conversion of the Bonds should not be treated as a disposal of the Bonds (except for the purpose of an adjustment for accrued interest) and should not of itself give rise to a chargeable gain or an allowable loss for the purposes of the UK taxation of chargeable gains.

Dividends on Ordinary Shares

The Issuer will not be required to withhold any amount for or on account of UK tax at source when paying a dividend in respect of the Ordinary Shares.

An individual Shareholder who is resident in the UK for tax purposes and who receives a dividend from the Issuer will be entitled to a tax credit which such Shareholder may set off against his or her total income tax liability on the dividend. The tax credit will be equal to 10 per cent. of the aggregate of the dividend and the tax credit (the "gross dividend"), which equates to one-ninth of the dividend received. Where a Shareholder is liable to income tax at the starting rate for savings or the basic rate, he or she will be subject to tax on the dividend at the rate of 10 per cent. of the gross dividend, so that the tax credit will satisfy in full the liability of such Shareholder to income tax on the dividend. In the case of a UK resident individual Shareholder who is liable to income tax at the higher rate, the tax credit will be set against the liability of such Shareholder on the gross dividend and such Shareholder will have to account for additional tax equal to 22.5 per cent. of the gross dividend (which equates to 25 per cent. of the dividend received) to the extent that the gross dividend when treated as the top slice of such Shareholder's income falls above the threshold for higher rate income tax. A UK resident individual Shareholder who is not liable to income tax in respect of the gross dividend will not be entitled to repayment of the tax credit.

UK resident Shareholders within the charge to UK corporation tax will generally not be subject to corporation tax on dividends paid by the Issuer. Such Shareholders will not be able to claim repayment of tax credits attaching to dividends.

Shareholders who are not resident in the UK for tax purposes should consult their own tax advisers concerning their tax liabilities on dividends received from the Issuer.

Disposal of Ordinary Shares

A disposal of Ordinary Shares will constitute a disposal for the purposes of the UK taxation of chargeable gains and, accordingly, may give rise to a liability to taxation for Shareholders who are resident or (in the case of individual shareholders) ordinarily resident for tax purposes in the UK or who carry on a trade, profession or vocation in the UK through a branch or agency (in the case of individual Shareholders) or through a permanent establishment (in the case of Shareholders within the charge to corporation tax) to which the relevant Ordinary Shares are attributable, subject to any reliefs and allowances (including indexation allowance, if appropriate) which may then be available.

UK Stamp Duty and Stamp Duty Reserve Tax

No UK stamp duty or SDRT will be payable on the issue of the Bonds.

No SDRT will generally be payable on the transfer of, or an agreement to transfer, the Bonds. No UK stamp duty will be payable on the transfer of the Bonds provided that such transfer occurs by delivery and not by means of an instrument of transfer.

The written conveyance or transfer on sale of an Ordinary Share will generally be liable to UK ad valorem stamp duty, generally at the rate of 0.5 per cent. of the amount or value of the consideration for the transfer rounded-up to the nearest £5. The purchaser normally pays the stamp duty.

An unconditional agreement to sell an Ordinary Share will generally give rise to a liability on the purchaser to SDRT, at the rate of 0.5 per cent. of the amount or value of the consideration for the sale. If a duly stamped transfer in respect of the agreement is produced within six years of the date that the agreement is entered into or (if later) the date that it becomes unconditional, any SDRT paid is repayable, generally with interest, and the SDRT charge is cancelled.

Issues (including on a conversion of the Bonds) or transfers of Ordinary Shares (1) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts within Section 67 or Section 93 of the Finance Act 1986 or (2) to, or to a nominee or agent for, a person providing a clearance service within Section 70 or Section 96 of the Finance Act 1986, will generally be subject to stamp duty or SDRT at the rate of 1.5 per cent. of the amount or value of the consideration or, in certain circumstances, the value of the shares so transferred (rounded up to the nearest £5 in the case of stamp duty) unless, in the case of an issue or transfer to a clearance service, the clearance service in question has made an election under Section 97A of the Finance Act 1986 which applies to the Ordinary Shares. Under Section 97A of the Finance Act 1986, a clearance service may, provided it meets certain conditions, elect for the 0.5 per cent. rate of stamp duty or SDRT to apply to transfers of securities within such service instead of the 1.5 per cent. rate applying to an issue or transfer of such securities into such service.

No stamp duty or SDRT will be payable by the Bondholders on an issue of Ordinary Shares to them (or their nominee on their behalf) into CREST on a conversion of the Bonds unless that Bondholder is within the category of persons referred to in sub-paragraphs (1) or (2) of the paragraph above. Under the CREST system for paperless share transfers, transfers of Ordinary Shares within CREST for a consideration in money or money's worth will be liable to SDRT rather than stamp duty (usually at a rate of 0.5 per cent. of the amount or value of the consideration).

SUBSCRIPTION AND SALE

J.P. Morgan Securities Ltd. (“JPMorgan”), JPMorgan Cazenove Limited, KCII Limited and The Royal Bank of Scotland plc (together, the “Managers”) have entered into an underwriting agreement dated 8 May 2008 with the Issuer (the “Underwriting Agreement”). Upon the terms and subject to the conditions contained therein, JPMorgan has agreed to subscribe for the aggregate principal amount of the Bonds at the issue price of 100 per cent. of their principal amount (the “Issue Price”).

The Underwriting Agreement may be terminated in certain circumstances prior to the issue of the Bonds.

The Issuer has agreed to pay to JPMorgan a combined management and underwriting commission and selling concession of 2.50 per cent. of the aggregate principal amount of the Bonds. The Issuer may also, at its discretion, pay an additional advisory fee to JPMorgan.

The Issuer has also agreed to reimburse JPMorgan for certain of its expenses incurred in connection with the management of the issue of the Bonds. The Managers are entitled in certain circumstances to be released and discharged from their obligations under the Underwriting Agreement prior to the closing of the issue of the Bonds.

The Issuer has undertaken that during the period commencing on the date of the Underwriting Agreement and ending 90 days thereafter (both dates inclusive), that it will not, and the Issuer has undertaken to procure that none of its subsidiaries or any holding company will, without the prior written consent of JPMorgan (such consent not to be unreasonably withheld or delayed), (i) directly or indirectly, issue, offer, pledge, sell, contract to issue or sell, issue or sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly (or publicly announce any intention of doing so) any Ordinary Shares or any securities exercisable, exchangeable for or convertible into, or substantially similar to, Ordinary Shares or any rights arising from or attaching to any Ordinary Shares at any time other than, in each case, the Bonds; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Ordinary Shares, whether any such swap or transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities issued by the Issuer, in cash or otherwise. The foregoing sentence shall not apply to (a) the issue of the Bonds or the conversion of the Bonds into Ordinary Shares; (b) the issue of any Ordinary Shares upon the exercise of an option or warrant or the conversion of any Bonds or a security outstanding at the date of the Underwriting Agreement of which JPMorgan, on behalf of the Managers, has been advised in writing; or (c) the grant or exercise of options or other rights to acquire Ordinary Shares or rights related to Ordinary Shares under the share and incentive schemes of the Group existing on the date of the Underwriting Agreement of which JPMorgan, on behalf of the Managers, has been advised in writing.

The Managers and their respective affiliates have, in the past, performed investment banking and advisory services for the Issuer and the Group for which they have received customary fees and expenses. The Managers and their respective affiliates may, from time to time, engage in further transactions with, and perform services for, the Issuer and the Group in the ordinary course of their respective businesses.

Purchase of Bonds and Stabilising Activities The Bonds are a new issue of securities with no established trading market. Accordingly, the Issuer cannot assure investors of the liquidity of the trading market for the Bonds.

Purchasers who purchase Bonds may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the Issue Price.

In connection with the offering of the Bonds, JPMorgan is permitted to engage in certain transactions that may stabilise the price of the Bonds or the price of the Ordinary Shares. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Bonds or the price of the Ordinary Shares.

In addition, if JPMorgan over-allots by selling more Bonds than are set out on the cover page of this Offering Circular, and thereby creates a short position in the Bonds in connection with the offering, JPMorgan may reduce that short position by purchasing Bonds in the open market.

In general, purchases of a security for the purpose of stabilising or reducing a short position could cause the price of the security to be higher than it might otherwise be in the absence of such purchases.

Neither the Issuer nor JPMorgan makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Bonds or the price of the Ordinary Shares. In addition, neither the Issuer nor JPMorgan makes any representation that JPMorgan will engage in such transactions or that such transactions will not be discontinued without notice, once they are commenced.

In connection with the offering of the Bonds, each Manager and/or its affiliates may act as an investor for its own account and may take up Bonds in the offering and in that capacity may retain, purchase or sell for its own account such securities and any securities of the Issuer or related investments and may offer or sell such securities or other investments otherwise than in connection with the offering. Accordingly, references herein to the Bonds being offered should be read as including any offering of Bonds to the Managers and/or their affiliates acting in such capacity. Such persons do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

United States The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds have not been and will not be registered under the Securities Act, and the Bonds are subject to U.S. tax law requirements. Subject to certain exceptions, the Bonds and the Ordinary Shares to be issued upon conversion of the Bonds may not be offered, sold or delivered within the United States or to U.S. persons (as defined in the Securities Act). Each Manager has agreed that it will not offer, sell or deliver any Bonds or Ordinary Shares to be issued upon conversion of the Bonds within the United States or to U.S. persons (as defined in the Securities Act), except as permitted by the Underwriting Agreement.

In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of Bonds or Ordinary Shares to be issued upon conversion of the Bonds within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

United Kingdom Each Manager has represented, warranted and agreed that:

(a) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Bonds in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Bonds in, from or otherwise involving the United Kingdom.

General No action has been taken in any jurisdiction by the Issuer or the Managers that would, or is intended to, permit a public offering of the Bonds in any country or jurisdiction where action for that purpose is

85 required. Each Manager has represented, warranted and agreed that it has not and will not, directly or indirectly, offer or sell any Bonds or distribute or publish the Offering Circular, any prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of Bonds by it will be made on the same terms.

GENERAL INFORMATION

1 Listing

Application has been made to the UKLA for the Bonds to be admitted to the Official List and to the London Stock Exchange for the Bonds to be admitted to trading on the Professional Securities Market. It is expected that admission of the Bonds to the Official List of the UKLA and admission to trading of the Bonds on the Professional Securities Market of the London Stock Exchange will be granted on or around 5 June 2008, subject to the issue of the Bonds. It is expected that dealings in the Bonds will commence on 6 June 2008.

The Issuer has undertaken to apply to have the Ordinary Shares issuable upon conversion of the Bonds admitted to the Official List of the UKLA and admitted to trading on the London Stock Exchange’s Regulated Market.

The listing of the Bonds on the London Stock Exchange will be expressed in pounds sterling as a percentage of their principal amount (exclusive of accrued interest). Transactions will normally be effected for settlement in pounds sterling for delivery on the third business day in London after the date of the transaction. 2 Authorisation

The Issuer has obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Bonds. The creation and issue of the Bonds has been authorised by a resolution of the Board of Directors of the Issuer dated 23 April 2008 and a resolution of a Committee of the Board of Directors dated 7 May 2008. 3 Expenses

The Issuer estimates that the amount of expenses related to the issue of the Bonds will be approximately £3,600,000.

4 Clearing

The Bonds have been accepted for clearance through the Clearstream, Luxembourg and Euroclear systems. The Common Code for the Bonds is 036397730. The International Securities Identification Number for the Bonds is XS0363977306. The address of Euroclear is 1 Boulevard du Roi Albert I, B- 1210 Brussels, Belgium, and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L- 1855, Luxembourg.

5 Governmental, Legal or Arbitration Proceedings

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which the Issuer is aware) during the 12 months before the date of this Offering Circular, which may have, or have had in the recent past, significant effects on the Issuer’s and/or Group’s financial position or profitability.

6 Financial and Trading Position

There has been no material adverse change in the prospects of the Issuer or of the Issuer and its subsidiaries taken as a whole since 31 December 2007, nor, save as disclosed on pages 64 to 65 of this Offering Circular, has there been any significant change in the financial or trading position of the Issuer or of the Issuer and its subsidiaries taken as a whole since 31 December 2007.

7 Financial Information

The consolidated financial statements of the Issuer have been audited without qualification as at and for the years ended 31 December 2006 and 2007 by Ernst & Young LLP, who are registered by the Institute of Chartered Accountants in England and Wales to carry out audit work.

8 Principal Objects

The Issuer’s memorandum of association provides that the Issuer’s objects are, among other things, to carry on the business of an investment trust company. The Issuer’s objects are set out in full in clause 4 of the Issuer’s Memorandum of Association, which is available for inspection at the address specified in “Documents on Display” below.

9 Material Contracts

The following contracts directly concerning the issue of the Bonds will, shortly after the date of this Offering Circular, be, or have already been, entered into by the Issuer and are, or may be, material:

(1) the Trust Deed to be dated 5 June 2008 between the Issuer and HSBC Corporate Trustee Company (UK) Limited as Trustee, constituting the Bonds and appointing the Trustee to act in that capacity and under which such fees in respect of the services of the Trustee as shall be agreed between the Issuer and the Trustee are to be paid;

(2) the Paying and Conversion Agency Agreement to be dated 5 June 2008 between the Issuer, HSBC Bank plc, the Trustee and others setting out, inter alia, the terms of appointment and duties of HSBC Bank plc in its capacity as Principal Paying and Conversion Agent and under which such fees in respect of the services of the agents as shall be agreed between them and the Issuer are to be paid; and

(3) the Underwriting Agreement dated 8 May 2008 between the Issuer, J.P. Morgan Securities Ltd., JPMorgan Cazenove Limited, KC II Limited and The Royal Bank of Scotland plc under which J.P. Morgan Securities Ltd. has agreed to subscribe for the aggregate principal amount of the Bonds at the issue price of 100 per cent. of their principal amount.

10 Documents on Display

Copies of the following documents may be inspected during normal business hours at the offices of the Principal Paying and Conversion Agent (currently HSBC Bank plc) during the 12 months starting on the date on which this Offering Circular is made available to the public:

(a) the Memorandum and Articles of Association of the Issuer;

(b) the audited consolidated annual financial statements of the Issuer as at and for the years ended 31 December 2006 and 2007, together in each case with the audit report thereon;

(d) the Paying and Conversion Agency Agreement.

In addition, this Offering Circular is also available at the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/gbpricenews/marketnews.

CERTAIN DEFINITIONS

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

“2007 Accounts” the Company’s Annual Report and Accounts 2007

“Board” or “Directors” the directors of the Company from time to time, as at the date of this Offering Circular, the directors whose names appear in the section of this Offering Circular entitled “Business Description – Directors”

“Calls” the contractual demands made by funds to investors from time to time to satisfy part or all of the outstanding unpaid capital committed by such investors in relation to their holdings

“Carried Interest” the allocation of a portion of gains to individuals connected with the underlying funds derived from particular holdings of up to 20 per cent. of profits arising in the funds, or calculated in accordance with the terms of the relevant fund

“Combined Code” the Combined Code on Corporate Governance published in June 2006 by the Financial Reporting Council

“Group” the Issuer and its subsidiaries, being either (a) entities within the meaning of Section 1159 of the Companies Act 2006 or (b) subsidiary undertakings, within the meaning of Section 1162 of the Companies Act 2006, including, for these purposes, The Platinum Trust

“HMRC” Her Majesty’s Revenue & Customs

“IFRS” International Financial Reporting Standards

“IPEVC Guidelines” International Private Equity and Venture Capital Guidelines

“Listing Rules” the rules contained in the Listing Rules as published by the UK Listing Authority and amended from time to time

“Operating Agreement” the agreement entered into between SVG Capital and PHL, and the agreement entered into between SVG Capital and certain other Permira Entities, in each case on 21 March 2005, pursuant to which, inter alia, SVG Capital is provided with full access to all new Permira Funds

“Ordinary Shares” ordinary shares of £1.00 nominal value each of SVG Capital

“Permira” see the definition of “Permira Entity” below

“Permira IV” the Permira Fund established in 2006

“Permira V” the fund to be established as a follow on or successor fund to Permira IV

“Permira Entity” or “Permira Entities” the international network of entities providing management, advisory or consultancy services to, or conducting the business of designing, managing or advising, private equity and other funds or products under the overall business name “Permira”

“Permira Funds” those private equity funds or products designed, managed, or advised by any Permira Entity from time to time in respect of which equity funding is obtained, or to be obtained, in whole or in part, from persons other than Permira Entities (ignoring for this purpose certain professional investors)

“PHL” Permira Holdings Limited, a company registered in Guernsey, with registered number 40432

“pounds sterling”, “£”, “pence” or “p” the lawful currency of the United Kingdom

“Schroder Ventures” those independent entities that were members of the Schroder Ventures international association and provide advisory or consultancy services to certain PE Funds

“Section 842” Section 842 of the United Kingdom Income and Corporation Taxes Act 1988, as amended

“Securities Act” the United States Securities Act of 1933, as amended

“Shareholders” holders of Ordinary Shares

“SIM” Schroder Investment Management Limited, a company registered in England and Wales, with registered number 1893220

“SVG Advisers” SVG Advisers Limited, a company registered in England and Wales, with registered number 3368611

“SVGA Group” SVG Advisers, SVG Investment Managers and SVG Managers and their respective subsidiaries and subsidiary undertakings from time to time

“SVG Capital Group” the Company and its subsidiaries and subsidiary undertakings from time to time, including SVG Advisers, SVG Investment Managers, SVGI, SVGNA, SVG Managers, SVG Investments Limited, SVG Strand LLP, The Platinum Trust, SVG India LP and their respective subsidiaries and subsidiary undertakings from time to time

“SVGI” SVG Advisers Inc., a company registered in Delaware, with registered number 3558480

“SVG Investment Managers” SVG Investment Managers Limited, a company registered in England and Wales, with registered number 4493500

“SVG Managers” SVG Managers Limited, a company registered in England and Wales, with registered number 5981098

“SVGNA” SVG North America Inc., a company registered in Delaware, with registered number 2663389

“SVG Products” products managed or advised by the SVG Capital Group

“United Kingdom” the United Kingdom of Great Britain and Northern Ireland

“United States Person” a person resident in the United States, a corporation partnership or other entity created or organised under the laws of the United States, any estate or trust the income of which is

90 subject to United States federal income taxation regardless of its source, or any other person entity, trust or estate included within the definition of “U.S. person” in Rule 902(0) under the Securities Act or as determined in accordance with the United States Investment Company Act of 1940, as amended

REGISTERED OFFICE OF THE ISSUER SVG Capital plc 31 Gresham Street London EC2V 7QA United Kingdom

TRUSTEE HSBC Corporate Trustee Company (UK) Limited Level 24 8 Canada Square London E14 5HQ United Kingdom

PRINCIPAL PAYING AND CONVERSION AGENT HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

LEGAL ADVISERS To the Managers and the Trustee as to English law Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom

To the Issuer as to English law Slaughter and May One Bunhill Row London EC1Y 8YY United Kingdom

AUDITORS TO THE ISSUER Ernst & Young LLP

1 More London Place London SE1 2AF United Kingdom