<p>FLEMINGS INDIAN PARTICIPATION NOTE on A Bombay Listed Company</p><p>Summary of Issue</p><p>Issuer: Robert Flaming & Co. Limited Underlying Share Claw of Share Stock Code SEDOI Code T.B.A T.B.A T.B.A. T.B.A Date: 06 February 1996</p><p>Summary of Terms Issue Size: USD 5 MM Initial Issue Price: 101,25% of USD Share Price Brokerage Fee: 1.5% on purchase and 1.5% on redemption USD Share Price: USD equivalent of the arithmetic average of the prices at which a purchaser would be able to purchase, Underlying Shares during the Fixing Period Shares per Note: 1.0 Coupon: None Trade Days: T.B.A. Fixing Period: T.B.A. Settlement Date: Last day of Fixing Period plus 10 business days Early Redemption Period: Last day of Fixing Period to Maturity Date excluding any Suspension Period Suspension Period: Any period during which the Underlying Shares have been sent for registration following hooks closure and for corporate actions Early Redemption Valuation Period: The 5 exchange business days immediately following the receipt of a valid redemption notice, subject to the conditions of the Notes Maturity Date: Trade Date + 12 months Maturity Valuation Period: The 5 exchange business days immediately following (and including) the Maturity Date subject to the conditions of the Notes Payout on Early Redemption/Maturity: USD equivalent of the arithmetic average of the prices at which a seller would be able to sell Underlying Shares during the relevant Valuation Period less 1.5% Brokerage Fee Maturity Extension: Option to extend Maturity Date for up to 12 months upon payment of a fee of 1% of payout on final Maturity Payment Date: 25 business days after end of relevant Valuation Period. If an FIl selling Underlying Shares during such period would not have received USD proceeds of sale on relevant Payment Date such date will be postponed until receipt of USD proceeds Settlement: Euroclear & Cedel Listing: None Selling Restrictions: US / India Governing Law: English Pricing Example Underlying Share: State Bank of India Number of Notes Sold: T.B.A. Underlying Size: T.B.A Rupee Share Price: 227.00 Indicative USD Share Price: US$ 0.020 Indicative 2.75% Upfront Premium Fee*: US$ 0.166 Indicative Total Consideration per Note: US$ 6.195 Indicative Rs/USD Exchange Rate: 37.65 Indicative Term (months): 12.00 * Includes Commission, Transaction Fees, Registration Fees, Custody & Service Tax</p><p>This risk disclosure attached herein should be read in conjunction with and form part of this term sheet. This term sheet (incorporating the risk disclosures) does not constitute a complete disclosure of the possible risks involved in investing in the note. You should make your own inquiries and take whatever advice you consider necessary to satisfy yourself that the note is a suitable investment for you to make.</p><p>The summary in this document does not set out the full terms of the instruments to which it relates and should not lie relied upon. Changes may be made to the information contained in this document and not all the risks relating to the Instrument are necessarily covered. Investment in these instruments should be made only on the basis of the relevant information memorandum (if any) and the terms of the relevant Instrument</p><p>Investors interested in acquiring notes should satisfy themselves as to their ability to acquire, hold or dispose of the notes and in particular their ability to invest in contracts for differences, bonds and debentures. Investors should also satisfy themselves as to the suitability of the investment for their portfolio. No advice or recommendation is given on investment in these Instruments.</p><p>This document is not an offer or an invitation to subscribe for or purchase any of the instruments it describes. It may only be issued or passed on in the United Kingdom to persons who are of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or are persons go whom the documents may otherwise lawfully be issued or passed on.</p><p>FLEMINGS INDIAN PARTICIPATION NOTES RISK DISCLOSURES</p><p>Participation notes are bearer securities issued by Robert Fleming & Co. Limited the return of which is linked to the performance of underlying listed shares of a company in an emerging market (for example, the shares in a company incorporated in India and listed on the Bombay Stock Exchange).</p><p>Foreign investment in the shares of the underlying company is usually restricted. In some way, Participation notes give investors the opportunity to receive a return which reflects the performance of the underlying shares, without the Investor having to go to the expense or difficulty of directly investing In the underlying shares.</p><p>SECURITY</p><p>The obligations of the issuer in respect of the notes are not secured. Investors In the notes (to not have or receive any rights relating to the underlying shares and in no circumstances have. investors any right to call for the underlying shares to be transferred to them. The issuer is not obliged by the terms of the notes to bold any shares in the underlying company. RETURN</p><p>The notes are issued at a price linked to the value of underlying shares on particular trading days during the fixing period. On maturity (or early redemption) a note-holder will 110E receive the principal amount of his investment but instead will receive an amount calculated by reference to the price of the underlying share less deductions for local taxes (if any).</p><p>It is the current intention of Robert Fleming & Co. Limited not to make any deductions in respect of Indian taxes on capital gains from amounts payable to note-holders.</p><p>If there is any change in, or amendment to, the laws and. regulations of India or any political subdivision or any authority thereof or therein having power to tax or any change in, or amendment to, any treaty to which India Is a party, or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after the issue date of the notes, Robert Fleming & Co. Limited will have discretion to make deductions from the amounts payable to note-holders to take account of such changes or amendments.</p><p>There is no guaranteed minimum return so investors may lose the whole of their investment if the underlying share price movement is unfavourable. Any investor which proceeds to invest in the notes will be deemed to have acknowledged acceptance of the absence of any obligation on the issuer to provide a minimum return to the Investor.</p><p>The notes are redeemed a number of business days after the maturity valuation period or after an early redemption valuation period. The number of business days will be specified in the terms and conditions of the notes. The price at which the notes are redeemed will be 98.5% of the US$ equivalent of the arithmetic average of the prices at which a seller would be able to effect sales of underlying shares during the relevant valuation period less local taxes (if any). The length of a valuation period will be specified in the terms and conditions of the notes and will be subject to adjustment to take account of market disruption events.</p><p>Returns to investors are payable by the issuer in US$. Changes in the rate 6f exchange between the currency in which the underlying shares are denominated and the US$ will affect the return to investors.</p><p>In no circumstances will the issuer have any obligation to make any payment to an investor until such time as a seller of underlying shares during a valuation period would have received the US$ equivalent of the proceeds of such sales.</p><p>DIVIDENDS & CORPORATE ACTIONS</p><p>Investors in the notes do not receive any payments or other benefits representing cash or stock dividends on underlying shares.</p><p>Certain adjustments may be made to the notes to take account of any subdivisions or consolidations of the underlying shares or other events which the issuer considers justify adjustments. Various potential adjustment events are described in the terms of the notes. Adjustments to the notes will be made having taken account of all withholding taxes and any other duties and taxes which would have been payable by a holder of shares in the underlying company and all relevant fees, costs and expenses which such holder would have incurred. REDEMPTION</p><p>A noteholder has the right to instruct tile issuer to redeem notes at any time prior to the maturity date.</p><p>If a noteholder instructs the issuer to redeem notes on any day after a dividend or any other corporate action has been announced the start of the early redemption period will be postponed until the share registration procedure has been completed.</p><p>The issuer has the right to redeem the notes prior to maturity in certain limited circumstances (i.e. tax or regulatory changes, delisting of underlying shares, suspension, revocation or imposition of material restrictions or limitations on foreign investment),</p><p>LISTING AND CLEARING</p><p>The notes may be the subject of an application for listing in Luxembourg. The notes will usually be cleared through Euroclear and Cedel.</p><p>LEGAL CLASSIFICATION</p><p>The notes may be considered to evidence indebtedness and therefore be debentures, of the issuer under Paragraph 2 of Schedule 1 to the Financial Services Act 1986. However, this view is not free from doubt as the amount of the return depends entirely upon movements in the price of the underlying shares. The notes are more likely to be Considered as contracts for differences or other contracts falling within Paragraph 9 of Schedule 1 to the Financial Services Act 1986, either solely or in addition to being debentures.</p><p>WHO CAN INVEST IN THE NOTES</p><p>For the purposes of UK investors it is thought that:</p><p>Provided that the notes qualify as debentures (regardless of whether the notes are also contracts for differences or other like contracts falling, within Paragraph 9 of Schedule 1 to the Financial Services Act), UK authorised unit trusts should be able to invest in the notes on the basis that they are "transferable securities" under Regulation 5.05 of the Regulations for Collective Investment Schemes 1991 and, if the notes are listed on the Luxembourg Stock Exchange, on the basis that they also constitute "approved securities" under Regulation 5.06. By virtue of Regulation 5.07.4 investments which are transferable securities are not treated as derivatives for the purposes of these Regulations. However, if the notes are classified only as contracts for differences or other like contracts within paragraph 9 of Schedule 1 to the Financial Services Act then investment by unit trusts would be subject to the much stricter provisions relating to investment in derivatives set out in Section K of Part 5 of the Regulations which only permit investment for the purposes of efficient portfolio management.</p><p>Investment trusts and other corporate investment vehicles normally have the capacity to invest in any securities, including the notes, although their prospectuses or equivalent documents commonly set out investment restrictions adopted as a matter of policy.</p><p>The power of pension funds and other investment vehicles which, are structured as trusts to invest in notes will depend on the terms of their individual trust deeds. However, it is normal for modern trusts to have substantial powers to invest in many kinds of securities.</p><p>November 1995 The Notes have not been and will not be registered under the Securities Act or the securities law any State or other jurisdiction within the United States or of Canada or of any province thereof and neither the United States Securities and Exchange Commission nor the securities regulatory authority of any State or other jurisdiction within the United States or of Canada or of any province thereof has passed upon the Notes or the adequacy or accuracy of this document. The Notes am not being and may not at any time be offered, sold or delivered directly or indirectly in the United States of America (including the States and District of Columbia), its territories, in possessions and other areas subject to its jurisdiction (“United States") or to, or for the account or benefit of any resident of the United.5tates, a corporation, partnership or other entity created or organised in or under the laws of the United States, or any other person falling within the definition of the term "US person" under Regulation S promulgated under the Securities Act (“US Person") except in circumstances which will result in compliance with any applicable laws and regulations and will not impose any obligations on the Issuer.</p><p>The owner of a Note which is being redeemed must certify that such owner is not a US Person and that the Note is not being redeemed from the United States or on behalf of a US Person.</p><p>Any United States person who holds this obligation will be subject to limitations under the United Stales Income Tax Laws, including the limitations provided in section 165(j) and 1287(a) of the Internal Revenue Code.</p><p>1029 MERRILL LYNCH LONDON 867 3961 ANDY BAARS/PETER SIMMONS MLlC HK 2536 3532 LEE MARTINE NY 449 4105 KATIE THURLOW INDIAN GDRS BID OFFER PARITY PREMIUM INDOGULF 1.40 1.70 1.48 4.62% JCT 6.50 7.25 6.37 7.92% LARSEN & TOUBRO 15.50 16.50 14.81 8.00% MAHINDRA 8.75 9.50 8.07 13.02?c RANBAXY 24.75 25.75 20.00 26.25% RAYMOND WOOL 20.75 21.75 19.41 9.49% RELIANCE 14.00 15.00 13.05 11-12% SPIC 7.75 8.50 7.33 10.80% STEEL AUTH OF INDIA 12.75 13.50 13.33 -1.5616 TELCO 13.75 14.75 12.50 13.97% VIDEOCON 2.40 2.90 1.94 36.55%</p>