Compulsory Transfer Provision

In order to take advantage of an exemption from being required to comply with certain registration, reporting and other requirements of applicable US securities laws, the Company must remain as a "foreign private issuer" for the purposes of the US Securities Exchange Act of 1934, as amended (which, in the case of the Company will require that at least 50% of its outstanding voting securities are held other than by US Holders). Accordingly, the Board may from time to time require shares to be sold under the procedures described below in order to be satisfied that it remains a "foreign private issuer". This compulsory transfer power would not be limited in time but would be generally available to the Board to exercise from time to time. If the Board decides to exercise the compulsory transfer power, it will do so with the objective of reducing the number of US Holders so as to allow the Company to avoid becoming subject to such registration, reporting and other requirements. Subject to legal, fiduciary and regulatory requirements and costs, when applying the power the Board expects to take account of the relative size of the holdings of US Holders and apply the power first to those US Holders with the smallest holdings of ordinary shares of the Company.

The Board is entitled to serve notices on shareholders or other persons appearing to the Company to have an interest in any shares requiring them to provide information to the Company relating to the ownership of such shares or to show that such shares are not held by or for a US Holder. In addition, US Holders will be required to notify the Company of all shares held by them. The Company will maintain a register of persons whom the Board considers to be US Holders. Shareholders will be notified if their name has been added to, or removed from, that register of US Holders.

The Board may give notice to any US Holders requiring that they sell their shares to a non-US person within 21 days. If such notice is not complied with, the Company may sell or procure the sale, on behalf of such US Holders, of the shares to which the notice relates. The proceeds of sale will be paid to the former holder of the shares so sold (after deduction of any costs of sale) upon surrender by the holder of any share certificate in respect of such shares.

The Board's power to require the transfer of shares will only apply to US Holders who own shares whether directly or beneficially.

The requirement that a compulsory transfer be to a non-US person may require a US Holder selling shares to instruct its broker to ensure the transferee is a non-US person, particularly in respect of a transaction through an exchange. Under the Articles of Association of the Company, the Board may refuse to register a transfer to a US person and such transfer shall be deemed not to have been made.

For the purposes of this section, "US Holder" means (a) persons resident in the United States who hold shares in the Company in any manner described in Rule 12g 3-2(a)(1) of the US Securities Exchange Act of 1934, as amended (including directly or through or as a nominee); and (b) persons who appear, at any time, to the directors to fall within sub-paragraph (a) of this definition of US Holder.