The ordinary shares of 1p each in the capital of the Company (the “Shares”) have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) or any state securities laws in the United States of America (the “US” or “United States”) and, accordingly, may not be reoffered, resold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, US Persons (as defined in the Securities Act) unless the Shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available, and except in accordance with the restrictions described below.

Under the Company’s Articles of Association, the Directors have the power to require the sale or transfer of Shares in certain circumstances. Such power may be exercised inter alia: (i) in order to prevent the Company from being in violation of, or required to register under, the United States Investment Company Act of 1940; and (ii) in order to avoid the assets of the Company being treated as “plan assets” for the purposes of the US Employee Retirement Income Security Act 1974. Periodic enquiries may be made of shareholders to determine whether this restriction may have been breached.

Any purchaser of Shares who is a US Person may only sell, transfer, assign, pledge, or otherwise dispose of such Shares in compliance with the Securities Act and other applicable securities laws outside the United States in an offshore transaction complying with the provisions of Regulation S under the Securities Act (including, for the avoidance of doubt, a bona fide sale on the AIM market in London) and must also execute an Offshore Transaction Letter in the form of the annex to the appendix to the Company’s Admission Document and deliver such letter to the Company and the Company’s registrar; provided that such transferor will notify any subsequent transferee or executing broker, as applicable, of the restrictions that are applicable to the Shares being sold.