SCHEDULES

SCHEDULE 11

Maximum consideration

9

(1)

The total consideration payable for the securities cannot exceed 40,000 euros (or an equivalent amount).

(2)

In determining whether this condition is satisfied, the offer is to be taken together with any other offer of the same securities which was—

(a)

made by the same person;

(b)

open at any time within the period of 12 months ending with the date on which the offer is first made; and

(c)

not an offer to the public in the United Kingdom by virtue of this condition being satisfied.

(3)

An amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value, calculated at the latest practicable date before (but in any event not more than 3 days before) the date on which the offer is first made, denominated wholly or partly in another currency or unit of account.