SCHEDULES

Valid from 01/05/1995

SCHEDULE 28B U.K. Venture Capital Trusts: Meaning of “qualifying holdings”

Valid from 16/06/1999

Conversion of convertible shares and securities U.K.

10D (1) This paragraph applies where—

(a) shares have been issued to the trust company by virtue of the exercise by that company of any right of conversion attached to other shares, or securities, held by that company (“the convertibles”);

(b) the shares so issued are in the same company as the convertibles to which the right was attached;

(c) the convertibles to which the right was attached were first issued to the trust company and were held by that company from the time they were issued until converted; and

(d) the right was attached to the convertibles when they were first so issued and was not varied before it was exercised.

(2) Sub-paragraphs (5) to (8) of paragraph 10C above shall apply in relation to the exchange of convertibles for shares by virtue of the exercise of the right of conversion as if—

(a) that exchange were an exchange under any such arrangements as are mentioned in that paragraph of new shares for old shares; and

(b) the references in those sub-paragraphs and sub-paragraph (17)(b) of that paragraph to the arrangements were references to the provision conferring the right of conversion.

(3) For the purposes of paragraph 10B above the value of the new shares immediately after the time of their acquisition by the trust company shall be taken to be the same as the value, when last valued in accordance with that paragraph, of the convertibles for which they are exchanged.