Life after Listing Continuing Obligations Richard Gubbins 24

Life after Listing – Continuing Obligations Richard Gubbins 24 October 2007 7306313 BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

• Primary Listing – Main Market • Secondary Listing – Main Market • AIM Listing BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Primary Listing – Main Market FSA Regime: • Listing Rules • Disclosure and Transparency Rules ("DTRs") • Prospectus Rules BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Listing Principles • Directors to understand their duties and obligations • Company to have adequate procedures, systems and controls to enable it to comply with the Listing Rules and DTRs • Company to act with integrity towards shareholders and potential shareholders • Company to avoid the creation of a false market in its securities when communicating information to shareholders or potential shareholders • Holders of the same class of securities to be treated equally • Company to deal with the FSA in an open and honest manner BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Disclosure Obligations • Obligation to notify a Regulatory Information Service as soon as possible of any "inside information" which directly concerns the company • Inside information is information which: – is of a precise nature; – is not generally available; – relates, directly or indirectly to the company or its securities; and – if it were made generally available, would have a significant effect on the price of the company's securities • Information which would have a significant effect on the price of a company's securities is information which a reasonable investor would use as part of the basis for his investment decisions BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Delay of Disclosure A company may delay the public disclosure of inside information so as not to prejudice its legitimate interests where: • such omission would not be likely to mislead the public; and • where any person receiving the information owes the company a duty of confidentiality (and the company is able to ensure the confidentiality of the information). For example: • disclosure may be delayed where negotiations are in course and where the outcome would be likely to be affected by public disclosure BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Insider Lists • A listed company must draw up a list of persons working for it who have access to inside information relating directly or indirectly to the Company • Obligation extends to persons acting on the company's behalf or on its account, for example, its lawyers • Lists to be retained for five years following their compilation BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Routine Disclosure Obligations For example: • Changes to capital structure • Receipt by the company of shareholder notification or change of holdings BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Reporting on Financial Information Obligation to publish • An annual financial report (at the latest four months from the end of the financial year) • Half-yearly results (at the latest two months from the end of the financial year) • An interim management statement in each of the two six month periods of the financial year (in the period between ten weeks after the beginning and six weeks before the end of the six month period) • Details of dividends as soon as possible after board approval received BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Annual Report • Audited financial statements • Management Report to include: – A fair review of the company's business – A description of the principal risks and uncertainties facing the company • Responsibility statement by the directors: – Financial statements give a true and fair view – Management report includes a fair review BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Half-yearly Report • Condensed financial statements (unaudited) • Interim management report • Responsibility statement BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Interim Management Statement • Explanation of material events • General description of the financial and performance of the company and its group during the relevant period BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Directors • Obligation to notify the appointment, resignation, removal or retirement or an important change in the function or executive responsibilities of a director • Obligation to notify transactions in the company's securities by persons discharging managerial responsibility • Model Code: – Restriction on the freedom of persons discharging managerial responsibility to deal in the company's securities – Insider dealing and market abuse laws also apply BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Model Code Persons discharging managerial responsibility must not deal in the company's securities: • At any time when in possession of inside information in relation to the securities • On consideration of a short term nature • During a close period (i. e. 60 days prior to publication of annual report and the period from the end of the relevant interim period up to publication of the halfyearly report) • Without clearance from the chairman or another director designated for the purpose BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Acquisitions and Disposals • Listing Rules provide method to calculate the size of transactions • Tests relate to the ratio of the target as against the listed companies on the following measures: – – BRUSSELS DUBAI gross assets profits consideration to market capitalisation gross capital FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Classes of Transaction • Reverse takeover – any class test exceeds 100% listed company's securities suspended and readmitted following completion of the transaction • Class 1 – any class test exceeds 25% - shareholder approval required • Class 2 – any class test exceeds 5% - detailed announcement required • Class 3 – all class tests below 5% - simple announcement required BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Related Party Transaction Related parties are: • Current or recent directors of the company • Substantial shareholders of the company • Persons exercising significant influence over the company • Any associate of the above Most related party transactions require a circular to be sent to shareholders and shareholders' consent to be obtained BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Corporate Governance • The Combined Code on Corporate Governance is the code of corporate governance for listed companies which are UK incorporated • Obligation on overseas incorporated listed companies to include a statement in their annual report and accounts regarding compliance with the corporate governance regime in their country of incorporation and how it differs from the Combined Code • Shareholder bodies also make significant recommendations in relation to corporate governance matters. For example, the Institutional Shareholders Committee and the National Association of Pension Funds BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Combined Code • Board – – – Effective functioning Division of chairman and chief executive role Evaluation of board performance Importance of non-executive directors and independence Remuneration level not to exceed what is necessary to attract and retain appropriate directors – Importance of nomination committee • Audit – importance of audit committee • Shareholders – importance of meaningful dialogue with shareholders BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Other Obligations • Annual Information Update – Obligation on listed companies to produce an update of all information made available to the public in the previous 12 months anywhere in the world in compliance with securities legislation • Share in public hands – A company with a main market listing must have a minimum of 25% of its listed securities in public hands BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Secondary Listing Obligation to comply with only some of the measures which apply to primary listed companies Key obligations for secondary listed companies: • Disclosure of shareholdings • Shares in public hands • Notification in relation to other matters such as share capital, significant shareholders etc. BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Aim Listing • Continuing obligations governed by the AIM Rules • Generally less onerous than the rules which apply to companies with a primary listing on the main market BRUSSELS DUBAI • Rules 10, 11 and 17: Disclosure and price sensitive information • Rules 18 and 19: Obligation to produce annual and halfyearly reports • Rules 12 -15: FRANKFURT LONDON MADRID Transactions – announcement obligation determined by ratio class tests MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Aim Listing (ctd) Rules 34 and 35: Obligation to retain a nominated adviser and broker Nominated adviser may insist on certain corporate governance standard being observed. BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO

Life after Listing – Continuing Obligations Richard Gubbins 24 October 2007 7306313 BRUSSELS DUBAI FRANKFURT LONDON MADRID MILAN MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO