Special Business Resolution 1 – Britannia Transaction (major transaction)

That, for the purposes of section 129 of the Companies Act 1993 and for all other purposes, subject to Resolution 2 – PCG Loan Facility being passed the holders of Class A shares approve the Company entering into and completing the proposed transaction with Britannia Financial Services Limited and Britannia Nominees Limited (the Britannia Transaction) as described in the Explanatory Notes accompanying this Notice of Meeting, and any and all agreements and documents necessary or desirable to implement the Britannia Transaction, and that the Board is authorised to:

(a) finalise, approve, execute and deliver all agreements and documents relating to the Britannia Transaction (with such amendments as the Board considers to be not materially disadvantageous to the Company); and

(b) do all things which it considers necessary or desirable to give effect to the Britannia Transaction and this resolution.

Special Business Resolution 2 – PCG Loan Facility (major transaction): 

That, for the purposes of section 129 of the Companies Act 1993 and for all other purposes, the holders of Class A shares approve the Company entering into the proposed loan facility with Private Capital Group (the PCG Loan Facility) on the terms described in the Explanatory Notes accompanying this Notice of Meeting, and any and all agreements and documents necessary or desirable to implement the PCG Loan Facility (Related Documents) and the transactions contemplated by the PCG Loan Facility and the Related Documents, and that the Board is authorised to:
 

(a) finalise, approve, execute and deliver all agreements and documents relating to the PCG Loan Facility (with such amendments as the Board considers to be not materially disadvantageous to the Company); and
(b) do all things which it considers necessary or desirable to give effect to the PCG Loan Facility and this resolution.