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Advisory Broking T&Cs

NON-DISCRETIONARY RETAIL CUSTOMER TERMS OF BUSINESS

Hoodless Brennan plc is authorised and regulated by The Financial Services Authority Limited (“FSA”) and under the Rules we have initially classified you as a retail customer. This is because we may currently have insufficient information to judge your status, or we may need to review the transactions that you enter into with us. If other firms regulated by the FSA would normally classify you as a professional customer or an eligible counterparty, we may wish to re-classify you as a professional customer or eligible counterparty when we are in a better position to consider your status. If you would normally have the status of a

professional customer or eligible counterparty, you may not have rights under the Financial Ombudsman Service or the Financial Services Compensation Scheme. We will provide you with more information concerning this on request.

If you wish to accept these Terms of Business, please sign and return the enclosed Retail Customer Information Form (“RCIF”). You should note also that we may not be able to offer our advice if you do not complete fully a RCIF and return it to us.

DEFINITIONS

“We” and “HB” mean Hoodless Brennan plc (Registered No. 2693942), 40 Marsh Wall, Docklands, London E14 9TP, its successors and assigns, together with any parent company, companies in the same group (including our nominee company) and, where applicable, employees of any such persons.

“You” means the person or persons who has or have accepted these Terms of Business.

“Terms of Business” means the Investment Services and Terms, Conditions, Obligations and Rights applying between us and you, as set out in this document, the document entitled “Personal Information & Data Protection Policy”, and our published charges sheet.

“Person” or “Persons” includes one or more individuals, bodies corporate, partnerships, firms, associations (whether incorporated or unincorporated), Trustees, Personal Representatives, and any other person or entity recognised by law.

“Initial Services Agreement” means the agreement between us and you as defined under the Distance Marketing Directive

2004.

“Clause” means a clause of these Terms of Business. A person is connected with us if so defined by The Rules of the FSA, including persons who control us, are controlled by us, or

are members of the same group of companies and includes our employees and those of a connected person. We are regarded as “controlling” an investment if we are entitled to exercise rights attaching to that investment.

“CREST” means the organisation responsible for the paperless registration, transfer and settlement of transferable securities.

“London Stock Exchange” means The London Stock Exchange plc.

“AIM” means the AIM Market of the The London Stock Exchange.

“The Rules” means The Rules and Regulations of London Stock Exchange, the London International Financial Futures and Options Exchange, CREST Co. Limited and any other exchange, clearing house or regulatory authority having jurisdiction in relation to business which we transact for you, together with any requirements arising from or regulations made by or under the Financial Services and Markets Act 2000 (“FSMA”), or in accordance with the Financial Services Act 1986 in so far as its provisions have not been amended or uperseded by FSMA.

The above definitions are not an exhaustive list of the terms used in these Terms of Business.

“FSA” means The Financial Services Authority whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS.

Our services are regulated by the FSA and a copy of their rules and regulations is available for inspection during weekday normal business hours at our address. Where applicable, any term used in these Terms of Business has the meaning given to it by those rules and regulations. This document contains details of the investment advisory services which we will provide to you, and it sets out the obligations and rights applying between us and you. If there is anything you do not understand or with which you do not agree, please contact us immediately, or alternatively seek independent advice from an appropriately qualified adviser.

MARKET ABUSE PROVISIONS OF FSMA

1. You confirm that you have read and understood the code of market conduct published by the FSA. You also confirm that you will comply with its provisions in your dealings with us and undertake that you will indemnify us against any loss arising out of any failure by you to comply with such code.

a) Unless we notify you otherwise we will classify you as a retail customer as defined by The Rules of the FSA. You may request a different classification as a Professional Client or Eligible Market Counterparty. If these are relevant for you we will discuss these options with you, but you will lose some protections from which you currently benefit.

b) We will not act as your investment manager, which means that we do not accept responsibility on a continuing basis for advising on the composition of your account or portfolio of investments held on your behalf by us or any other party. We may provide you with advice, recommendations and research on an unsolicited basis. You agree to receive communications of this nature. If you decide to transact business on the basis of communications received from us, you accept that we have no obligation to advise you on a continuing basis with respect to investments purchased on the basis of our commendations.

You accept that it is your responsibility to contact us if you wish to seek advice on any recommendations we have made. Although we will endeavour to provide advice when you request it, you acknowledge that we are not obliged to do so.

2. We provide investment, advisory and dealing services with respect to a range of investments and securities, including the following, but shall be entitled at any time to restrict such categories, whether for regulatory or other reasons:

a) listed, traded and unquoted shares in UK and foreign companies (including partly paid shares);

b) debenture stock, loan stock, bonds, certificates of deposit, commercial paper or other debt instruments, including those issued by or on behalf of any government, local or other public body;

c) warrants and other derivatives to subscribe for securities within sub-paragraphs 2.a) and 2.b) above;

d) depository receipts and other types of instrument relating to securities within such sub-paragraphs;

e) collective investment schemes (including those which are unregulated); and

f) Self Invested Personal Pensions, Personal Equity Plans and Individual Savings Accounts.

3. If you wish to deal in warrants, contingent liability investments or any other contracts for differences, futures or options, please request the separate Derivatives Risk Warning Notice, which is available on request. It is your responsibility to read, sign and return it to us before we deal in these investments on your behalf.

Recommendations

4. a) We will not make recommendations or advise you on the merits of any particular transaction if we reasonably believe from the circumstances in which you give the order or instruction that you do not seek or will not accept such advice and are dealing as an execution-only customer. In such circumstances we will inform you at the time that we will execute your order on that basis.

b) We may provide on request written and oral information and research recommendations (produced by a person(s) other than us) to facilitate your investment decisions, using sources believed to be reliable and accurate but which cannot be warranted by us to be accurate and complete. We do not accept liability for any direct or consequential loss arising from the use of any research or recommendation provided in this way.

c) We will not be responsible for considering the tax implications for you of any recommendations that we may make.

5. You agree that we may make to you to buy or sell investments in which we deal as principal for our own account, or in our capacity as a market maker. In these circumstances we will disclose that we are acting as principal/market maker as required by The Rules of the FSA. We will nevertheless continue to be subject to The Rules and Regulations of FSA, and the Principles of Conduct requiring us to act in the best interests of our customers. If you request us, orally or in writing, to retain contract notes, then you agree that the oral disclosure of our acting as principal with you at or around the time of dealing is sufficient

notification for the purposes of these Terms of Business and regulatory compliance with The Rules.

IDENTIFIED PRINCIPAL

6. a) You alone will be treated as our customer under The Rules of the FSA, even if you are acting as an agent and have informed us of the identity of your principal. We will not treat any principal for whom you may be acting as our indirect customer unless we have specifically agreed to do so in writing in accordance with a professional customer agreement entered into between you and us.

b) We shall be entitled to rely on and treat as binding any instructions we reasonably believe to have been given by you or on your behalf. We may refuse to carry out your instructions, if in our reasonable opinion, compliance with them would be contrary to any applicable law, rule, regulation, regulatory requirement, market practice or code of practice, or to do so would be unreasonable in the circumstances. If you wish to give authority to another person to deal on your account, we will require a duly signed power of attorney to that effect. Subject to any limitation in such power of attorney, you gree that we are entitled to treat your attorney as having an unlimited authority to deal on your Account. We are under no obligation to obtain your confirmation concerning any limits on the value, size, frequency or indebtedness of their dealings or instructions in respect of safe custody services and we will not be obliged to consider whether they have xceeded the authority you have given to them in light of your circumstances that are known to us.

YOUR INVESTMENT OBJECTIVES

7. We have asked you to complete a Retail Customer Information Form (“RCIF”) with information on your financial circumstances, investment objectives and the level of risk you are prepared to take in relation to investments. The purpose of this is to determine the suitability of any investment recommendations we make to you. If you do not provide us with comprehensive information, you accept that we may not be able to provide advice to you.

8. After you have completed, signed and returned the RCIF, we may contact you to verify that the information that you have provided remains accurate. This may affect the manner and content of the services which we provide to you. If the information that you so provide conflicts with information contained in the RCIF, you agree that we are entitled to rely on the former. We may provide you with a written recording of our understanding of your revised objectives upon which our recommendations will be based. If you believe that our record is incorrect, it is your responsibility to request us to amend such record. You agree that, in the absence of any request by you, the record will be deemed to be accurate and you will have no claim against us for making recommendations that are unsuitable.

9. In order to help us to ensure that we do not make unsuitable recommendations to you, you should inform us immediately of any changes to your circumstances which may be relevant. It is your responsibility to keep us informed of any matters which we should take into account when giving advice to you.

10. It is agreed between us that your investment objectives, the level of risk in relation to investments and expectations of eceiving recommendations in respect of speculative and higher risk shares may change during even a short period of time, and that the percentage limits matching different levels of risk may become inappropriate. If you decide to deal more

frequently in high risk stocks or change your frequency and/or size of bargain or level of speculative stock in your portfolio, we shall be entitled to assume that your risk profi le has changed and that you accept a higher level of risk. However, we shall not be on notice that your level of risk has reduced simply because you may deal less frequently in higher risk stocks or deal more frequently in lower risk stocks.

11. You confirm that you are aware of and understand the nature and level of risks involved in dealing in all forms of investments, (including but not limited to fully listed and quoted stocks, including shares on AIM and PLUS Market) as well as penny shares, non readily realisable investments, and unlisted stocks which we may recommend to you on a principal or agency basis, or which you may purchase through us on an execution only basis.

RESTRICTIONS ON TYPES OF INVESTMENT

12. If you do not inform us of any particular investments or types of investments which you do not wish us to recommend to you or purchase on your behalf, we may recommend any investment which falls within the categories set out in Clause 2 above. This however will not affect our obligation under the Rules of the FSA only to recommend to you those investments which we have reasonable grounds to consider are suitable for you. We will not, without separate signed instructions, commit you to underwriting, stock lending or borrowing or similar obligations transactions or obligations.

COMMUNICATIONS

13. We will communicate with you in English. Where these Terms of Business are addressed to more than one person, any instruction, notice, demand, acknowledgement, request or other communication by or to you may be given by or to any one of you. You expressly confirm that a purpose of your accepting these Terms and Conditions is to receive our recommendations. Accordingly you agree to receive unsolicited contact by telephone or by other medium with our recommendations to enter into transactions with us to buy or sell investments (including recommendations where we may be acting as market maker or as principal for our own account). Contact may be made between 08:00-21:00 hrs. (and such other hours as the markets in which you normally deal are open) in our local time, Monday to Saturday. We will not contact you on Sundays or outside these hours unless we consider it to be necessary, or we reasonably believe that you may wish to receive a call outside these times. Please inform us of times that you do not wish to be telephoned for reasons of work patterns, religious faith or other personal reasons. We may contact you on an unlisted number if you have previously provided it to us. Our procedures and The Rules of the FSA require any employee making an unsolicited call to terminate it immediately if the customer does not wish the call to continue. For your protection and to resolve any misunderstandings, we reserve the right to record all telephone calls, retain them for our records and to review them as part of our monitoring and training procedures. You agree that any such recorded calls may be used as evidence in a dispute between you and us.

OUR CHARGES

14. Our charges are set out in our published charges sheet, a copy of which is provided with and is incorporated into these Terms of Business. If you have not received the copy sent to you, it is your responsibility to request a further copy. Our charges re subject to change. Subject to Clause 34, we will inform you of any changes to our charges. Our charges are incurred on a per bargain basis, and any overall variation in charges that you request or negotiate will only be enforceable if we have expressly agreed in writing. Transactions dealt on non-standard settlement may result in additional charges or fees levied by third parties, which will be notified on your contract note. Dealing on non-standard settlement terms may also mean that you are offered a worse price than the price quoted for standard settlement. Interest charged for late settlement is detailed in Clause 24. We may share dealing charges with our associated companies and other third parties, or receive remuneration from them in respect of transactions carried out on your behalf. Details of any such remuneration or sharing arrangements will not be set out on the relevant contract note but are available on written request.

TERMS APPLICABLE TO DEALING

Applicable customs and practices

15. Except as otherwise provided in these Terms of Business, all transactions are subject to The Rules and the customs and practices of the exchange or market on which they are executed. You warrant to us that you are not prohibited from using our services by the laws of the country in which you currently reside or otherwise, and that your dealings will comply with all relevant laws and regulations affecting you.

Settlement of transactions

16. You will ensure that all monies due to us are paid and all documents are delivered to us in good order to settle transactions effected by you or on your behalf, and have done everything necessary to allow settlement by the date confirmed to you at the time of dealing, or as stated in the contract note (whichever is the earlier). You confirm that when you sell an investment through us, you own that investment and have the right to sell it free from all liens and any other restriction and to receive the proceeds personally. You agree to indemnify us from all fines, taxes and charges that CREST, the London Stock Exchange or any other exchange or clearing house may impose on us or our nominee as a result of your failure to deliver money or documents to allow transactions to be settled. All sums due to us in respect of commissions and other charges (whether under these Terms of Business or otherwise) may be deducted from any funds which we may hold from time to time on your behalf. Payments to you in respect of sale transactions carried out on your behalf will be dependent on CREST accepting the stock as good. All dealings for securities held in CREST will be dealt for standard settlement unless we confirm otherwise. All

dealings for securities held in certificated form will be dealt for non-standard settlement unless we confirm otherwise. We do not make or accept payments to or from third parties unless we have agreed to do so by prior written agreement. You agree to inform us immediately if there are any errors in documentation that we send to you and to repay to us immediately any overpayments made to you.

Power of Sale/Purchase

17. All investments (including any cash) which we hold (or are entitled to receive) on your behalf constitute a first security interest for the payment of any liabilities which you may have incurred to us and which remain outstanding on the due settlement date. Such investments will not be released or discharged, by time being given, or other concession being granted by us to you or to any other interested person, or by any other matter as a consequence of which the investments or your liabilities might be released or discharged. At any time after the due settlement date in respect of any liabilities which you have incurred to us, we shall have the power to sell or dispose of any such investments in or toward satisfaction of those liabilities and will account to you for any surplus. Any costs incurred by us in effecting the above will be debited to your account. Without prejudice to our rights we shall be entitled, without instructions from you, to execute an offsetting transaction at your expense, if we do not receive a certificate and signed sold transfer form for the investments sold for you by the relevant due settlement date.

Aggregation of orders

18. We shall be entitled, without reference to you, to combine your orders of any nature with other orders for execution (including orders placed by persons connected with us or on our own account). Where such aggregation results in a number of transactions at different prices, we shall be entitled to average the prices obtained and allocate your own proportion at the average price. If we combine your order with others, we will follow our policy on aggregation (which requires us reasonably to consider that it would benefit each customer concerned) although you accept that on occasion, aggregation may work to your disadvantage.

Stabilisation

19. We may deal for you in investments that may have been the subject of stabilisation. This is price supporting process that often takes place in the context of new issues and similar offerings, including rights issues. The effect of stabilisation can be to make the market price of the investment, which is the subject of the issue or offering, higher than it would otherwise be. Stabilisation may also affect the price of investments of the same class, which are already in issue, and of other investments whose price affects the price of the new issue. Stabilisation is undertaken in order to ensure that the issue of investments

is introduced to the market in an orderly fashion, and that the issue price and/or the price of associated investments is not artificially depressed because of the increase in supply cause by the new issue. The fact that there have been dealings in an investment in which stabilisation may be taking place does not necessarily mean that investors are interested in buying that investment or in buying it at the level at which the dealings have taken place. Stabilisation takes place for a limited period. There are limits on the price at which shares, warrants and depository receipts may be stabilised but the limits do not apply where loan stock or bonds are being stabilised. At the time of dealing, reasonable steps will be taken to enable you to understand the nature of the risks involved. Please inform us in writing on the RCIF is you do not wish to be advised in respect of the purchase of such investments.

Conflict of interests and permitted dealings

20. When we give you investment advice or enter into a transaction as your agent, we may have an interest, relationship or arrangement that is material in relation to the transaction or investment concerned or could give rise to a conflict of interest. However, our employees are required to comply with our Policy of Independence and our Policy of Treating Customers Fairly, and to disregard any such interest when making recommendations to you. In particular, when we recommend a transaction, or enter into a transaction for you, we may deal as principal for our own account by selling the investment concerned to you

or buying it from you or may match your transaction with that of another customer by acting on their behalf as well as yours or may buy investments in a company with respect to which we are involved in a new issue, rights issue, takeover or similar transaction. Our arrangements for managing our conflicts of interestare available on our website at www.hoodlessbrennan.com and any amendments to these arrangements will be detailed on our website.

Order Execution Arrangements

21. Details of our arrangements for Order Execution are available on our website at www.hoodlessbrennan.com. If you require a printed copy please contact us. Any subsequent amendments to these arrangements will be notified only via our website.

In some circumstances when exceeding orders on your behalf, we may transact “off market” i.e. away from a regulated market or multi-lateral trading facility. By entering into this agreement you expressly consent to your orders being executed in this way.

CUSTODY OF YOUR MONEY AND INVESTMENTS

Client money arrangements

22. We are obliged to treat money held by us, on your behalf, in accordance with FSA’s Client Money Rules. Amongst other things, these require us to hold your money segregated from our money and at a bank approved by us for the purpose. Any monies belonging to you and other customers held in separate customer accounts at a bank or banks selected by us in accordance with the client money rules, will be identified as trust accounts. We will require any bank or banks selected by us to acknowledge that, in accordance with the client money rules, monies held in the customer accounts belong to our customers and are not our property. If we receive money from you to invest, we will keep it in our customer accounts until we make payment on your behalf for the investment concerned. If we receive money payable to you, we will hold it in our customer accounts until such time as it is re-invested or you request us to transfer it to you. In the latter event, we will forward it to you by crossed cheque sent to your latest address known or by electronic transfer to your bank account.

23. If there has been no movement in an account for a period of not less than six years (apart from payment of interest or deduction of charges, interest, dividends or similar items) we shell be entitled to cease to treat unclaimed client money as client money, but before we do so, we will send notice to that effect to your last known address, giving you 28 days in which to make a claim. We will make and retain records of all such balances and undertake to make good any valid claims in respect such funds received during such period.

Dividends, Interest, Charges and other Income

24. All client accounts which we open are designated as cash deposit accounts (“CDA”). We will pay interest on any balance standing to the credit of such account, at our prevailing rates. The frequency of interest payments and the rate of interest payable are detailed on our published charges sheet, as amended from time to time. The charges sheet forms part of these Terms of Business. You authorise us to deduct our charges from your CDA. If you owe us money or your instructions are likely to result in you owing us money, we shall be entitled to refuse to allow withdrawals or transfer balances. You agree that if you have not opened a CDA, interest will not be payable on any credit balance on our customer account, or on monies held in trust on your behalf by our clearing agents or correspondent brokers. If you incur debit or uncleared balances with us, or do not settle in cleared funds an amount when it is due, we reserve the right to charge you interest at a rate of 8% per annum above our bank’s published base lending rate from time to time on any amount overdue from you, from the date such amount falls due until the day cleared funds are received in our customer bank account. Such interest shall accrue on a daily basis. In addition, we reserve the right to make an overdue payment charge (as detailed in our published charges sheet in effect at the time) in respect of sums you owe to us. Customer bank account details are available on request.

Custody arrangements

25. All investments purchased through us to be held in custody on your behalf (except for bearer stocks) will be registered in the name of a nominee company owned by us, or a custodian in accordance with The Rules of the FSA. We will use reasonable endeavours to obtain your instructions before a) exercising on your behalf conversion and subscription rights and voting rights regarding your holdings b) acting on your behalf in takeover situations, other offers or capital reorganisations concerning your holdings. We will endeavour to forward to you information about corporate actions sent to us from those

companies shares held by our nominee on your behalf. However we shall not be responsible for the failure of information to reach you or your instructions to reach us as a result of loss of mail or other event outside our control. We will not forward to you annual reports and accounts or other information to shareholders unless you have specifically requested us to do so in writing. The consequences of your failure to provide instructions by the relevant time, once notification has been given to you, are entirely your own responsibility.

26. We will send you a statement on a “trade date” basis at least once every six months detailing the transactions that have occurred on your account, payments of dividends and other transactions. We will send you, on at least an annual basis, a record of investments that you hold in our custody on a “trade date” basis. We will provide you with statements on a more frequent basis if so requested in writing.

Stock lending and use of documents of title

27. Unless you agree in writing, we will not lend any documents of title or evidence of title to investments registered in the name of our nominee to any third party, or borrow money on the security of such documents.

Registration and Custody of Your Investments

28. We are responsible for the acts of our nominee company and our custodian to the same extent as for our own acts, including, for the avoidance of doubt, losses arising from fraud, wilful default or negligence. You may instruct us in writing to register investments purchased through us in your name, or the name of some other person whom you specify (which must not be HB). If you do so instruct us, the consequences of registration carried out in accordance with your instructions are entirely at your own. Whilst we will take reasonable care in selecting a nominee or custodian, you acknowledge that any nominee or

custodian (other than our own nominee company or our own custodian) which hold your securities is not under our control and, notwithstanding any other provision, we shall not be responsible for any loss or damage suffered by you arising directly or indirectly from any act or default of any such nominee or custodian.

Where you instruct us to deal for you in overseas investments (foreign securities) Clauses 29, 30 and 31 will apply:

Foreign Securities

29. In order to execute transactions and provide investment services in overseas investments (foreign securities), we may introduce your business to an overseas investment broker who may not be authorised to carry on investment business in the

United Kingdom. This means that as regards such foreign securities you may not have the benefit of the protection afforded to investors under FSMA and under The Rules of the FSA. In particular, you may not benefit from the following protections: the right to claim under the Financial Services Compensation Scheme for losses or defaults; in the event of a dispute, access to the Financial Ombudsman’s Service; protection of money held on your behalf under the FSA’s Client Money Regulations; the obligation to execute your transactions at the best price available in the relevant market at the time of the transaction; the obligation to disclose charges levied on you in advance; and the obligation to advise you or recommend only investments which are suitable for you having regard to your disclosed investment objectives.

Use of an Intermediate Broker, Settlement Agent or Counterparty Outside the United Kingdom.

30. Money held by us on your behalf may be transferred to an intermediate broker, settlement agent or counterparty located outside the United Kingdom. In these circumstances, the legal and regulatory regime applying to that person may be different

from that of the United Kingdom. In the event of the insolvency of that person, your money may be treated differently from the manner in which it would be treated if your money had been passed to an intermediate broker, settlement agent or counterparty within the United Kingdom. We will request, and (our agents will request on our behalf), that all approved

banks outside the United Kingdom acknowledge to us that they have no right of set-off against monies held in their customer bank account for sums owed by other customers of ours. However notwithstanding our request, banks may not give the acknowledgment requested.

IF YOU DO NOT WANT YOUR MONEY TO BE HELD IN THIS WAY IN ANY PARTICULAR JURISDICTIONS, YOU MUST INFORM US IN WRITING. PLEASE NOTE, HOWEVER, THAT IF YOU OBJECT TO THIS FORM OF CUSTODY, WE MAY NOT BE ABLE TO ACT FOR YOU IN RESPECT OF FOREIGN SECURITIES.

Registration Overseas

31. Your investments may be registered or recorded in the name of a custodian or in our name in one or more jurisdictions outside the United Kingdom, where due to the legal requirements or the nature of market practice in the jurisdiction(s) concerned, we consider that it is in your best interest for us to do so or it is not feasible to do otherwise. We will inform you, if you request us to do so, whether such registration has taken place. As a consequence, your investments may not be segregated from investments belonging to us or the custodian and therefore in the event of our default, your assets may not be as well protected from claims made on behalf of general creditors of HB. Investments belonging to you, which are held overseas, may be subject to settlement, legal and regulatory requirements that differ from those which apply within the United Kingdom. If you give us specific instructions that to register your investments in the name of a person other than us, the consequences of doing so are entirely yours.

Pooling

32. Investments registered or recorded in the name of a nominee (other than a nominee company owned by us or as otherwise agreed with us) may be pooled with those of one or more of our other customers. Accordingly, your individual entitlement may not be identifiable by separate certificates, physical documents or entries on the register. In the event of a shortfall after any default by the custodian responsible for the pooled investments which cannot be reconciled, you may not receive your full entitlement but may suffer a pro-rata share in that shortfall. If your investments are pooled with those of other customers, you may find that your entitlement to new shares distributions and other corporate actions is different from what you would have received if your investments were not pooled. We reserve the right in this situation either to apportion the total entitlement received in respect of the pooled investments between you and the other customers involved, or treat any fractional entitlement in the same way as the company concerned has done so with respect to the corporate action when acting through its registrar.

Exercise of rights relating to investments

33. Unless you have instructed us in writing, and subject to Clause 25, we will not be obliged to exercise all or any of the following rights attached to or arising by virtue of your investments: taking up any shares or other securities, whether pursuant to a rights

or open offer; exercising any subscription or conversion rights; dealing with takeover or similar offers or capital reorganisations; exercising any voting rights. We shall act on your instructions when you direct us and it is reasonable and practicable for our to do so, but we shall not be held responsible for any loss or damage suffered by you arising directly or indirectly as a result of your failure to instruct us in sufficient time in writing to exercise any of the rights referred to in Clause 25, or where we are not able to act on your instruction because of events beyond our control. We will not instruct you that a corporate action is

taking place in a company security which is held in our nominee unless we are notified by the company or its registrar. We may impose a deadline for receipt of your instructions earlier than the final date stipulated by or on behalf of the company in order to give us sufficient time to exercise rights on your behalf.

VARIATION OF TERMS OF BUSINESS

34. We may amend these Terms of Business by notice to you specifying the proposed amendments. Such notified amendments shall become effective on the date specified in the notice which will be at least ten business days after the notice is sent. Notice may also be delivered to you by facsimile, electronic or other virtually instantaneous communication medium, and if it is so delivered, it will be deemed to have been received no later than two business days after posting. Notice may also be delivered to you by facsimile, electronic or other virtually instantaneous communication medium, and if it is so delivered, it will be deemed to have been received by you immediately, and the notice period will commence from that time. It may be impractical in certain circumstances for us to give you advance notice, in which case, at the time of giving you notice of the change, (which may be done orally or by other instantaneous communication medium), we will inform you that the change will take place with immediate effect. Unless you terminate your use of the service within the period of the notice or immediately (where no notice period has been given), you will be deemed to have accepted the amendment. Any amendments which you propose will become effective only when we confirm our acceptance of such amendments in writing. No amendment will affect any outstanding order or transaction or any legal right or liability, which may already have been acquired or incurred. These Terms and Conditions may not be amended by us without the written approval of a director of HB.

OUR LIABILITIES

35. We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the Scheme if we cannot meet our obligations. The compensation available depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of the first £ 30,000 and 90% of the next £20,000, so the maximum compensation is £48,000. Further information about these arrangements is available from the Financial Services Compensation Scheme.

EXCLUSION OF LIABILITY

36. We shall not be liable for loss, costs or expenses (including tax) that may be suffered or incurred by you as a result of, or in connection with the provision of any services to which these Terms of Business apply unless, and then only to the extent that, such loss, costs or expenses are caused by our fraud, negligence or wilful default, or by our failure to comply with the FSA Conduct of Business Rules for the time being in force.

COMMENCEMENT

This agreement will become effective following receipt by us of a signed copy of this agreement and subject to our obligations under money laundering regulations having been satisfied.

FORCE MAJEURE

37. In the event of any failure, interruption or delay in the performance of our obligations, resulting from acts, events or circumstances outside our reasonable control (which circumstances shall include, but not be limited to unanticipated dealing volumes, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, act of God, threats or acts of terrorism, fire, war, civil commotion, insurrection, embargo, breakdown, failure, malfunction or delay caused by any public utility, telecommunications or computer service or systems) we shall not be liable for any loss or damage incurred or suffered by you.

RIGHTS OF CANCELLATION, WITHDRAWAL AND TERMINATION

38. This agreement constitutes an “Initial Services Agreement” as defined under the Distance Marketing Directive 2004.

Cancellation & Withdrawal

a) You have the right to cancel the agreement between us within 14 days from the date of application. However, you do not have cancellation rights in respect of: (1) transactions that you have entered into with us prior to cancellation, (2) where the transaction has been completed by both parties at your express request or (3) the contract is in relation to services subsequently provided under the agreement. Your right to cancel is without prejudice to our accrued rights under this agreement and the termination provisions in the following paragraph.

Termination

b) You are entitled to terminate the agreement between us at any time by giving written notice to us, such termination to be effective on the first working day after the notice has been received by us or at any time specified in such notice, whichever is later, subject, in either case, to the completion of outstanding transactions. We may terminate the agreement at any time by giving you notice in writing, or orally or by facsimile, electronic or other virtually instantaneous communication medium. Such termination will be effective from the date specified in the notice. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty. If, on termination, any sum is, or may become, due from you to us, you shall pay such sum to us immediately, and without demand. On termination of the agreement, we reserve the right to cancel, close out, terminate or reverse any transaction or enter into any other transaction or do anything which has the effect of reducing or eliminating any liability under any contracts, positions or commitments undertaken on your behalf.

JOINT CUSTOMERS

39. If you are a party to these Terms of Business with another person, or persons, the liability of each of you will be joint and several. Where such persons are trustees, you warrant that you have been validly appointed and will inform us in writing of any changes to the trustees.

POWER OF ATTORNEY AND AGENTS

40. Any notice given by us under these Terms of Business will be deemed to have been duly given to you if it is given to the person(s) whom you have informed us is your agent or to the person(s) whom you have informed us holds a power of attorney granted by you.

TERMS OF BUSINESS NOT TRANSFERABLE

41. Unless we consent in writing, your rights under these Terms of Business and any transactions effected under or pursuant to it are non-assignable and unenforceable by third parties whether under the Contract (Rights of Third Parties) Act 1999 or otherwise and your obligations shall not be capable of performance by anyone else.

INVALIDITY OF PROVISIONS

42. Each provision of these Terms of Business is severable and if any provision is or becomes invalid for any reason or contravenes any applicable regulations, the remaining provisions will not be affected and will remain enforceable.

NOTICES AND COMPLAINTS

43. All notices and complaints to be served on us must be in writing and sent to the Compliance Officer at Hoodless Brennan plc, 40 Marsh Wall, Docklands, London E14 9TP. Any notice served by us on you will be sent to your last known address as shown in our records. If, after we have had a reasonable opportunity to deal with any complaint, you remain dissatisfied with our handling of it, or its outcome, you may take the complaint direct to the Financial Ombudsman Service, whose address is available from the Compliance Officer. If you wish to make a complaint, we will explain at the appropriate time our procedures for complaints handling. Details of our complaints handling procedures are available at any time from the Compliance Officer.

GOVERNING LAW AND ENTIRE AGREEMENT

44. These Terms of Business are governed by and shall be construed in accordance with English law and each party submits to the jurisdiction of the English Courts for the resolution of disputes. These Terms of Business, together with the other documents referred to in them, constitute the whole agreement between us, and supersede all previous terms agreed between us.

DATA PROTECTION

45. You authorise us to use and process all data in our possession that relate to any aspect of transactions with you, as set out in the accompanying document entitled “Data Protection”. You authorise us to record and/or monitor your use of our website and email communications between us and you.

RISK WARNINGS

46. The risk associated with equity investments (shares in individual companies) is generally accepted to be higher than fixed interest and deposit investments. Equity investments cover a wide range of risk, which can vary depending on the size of the company, its business and products and the market on which the shares are listed or quoted. Within the framework of equity investments, the risk classification that we follow is:-

(a) FTSE100 Companies - lower risk

(b) FTSE 350 Companies - medium risk

(d) Non-readily realisable and unlisted investments - very high risk

47. The risk categories referred to above are general and not specific to any individual customer, and investments in FTSE100 companies can still result in partial or complete loss of capital. You must consider, in view of your circumstances, the level of risk which you wish to assume and your overall risk strategy. We consider that in general terms a customer with a low risk investment strategy should not hold more than 10% of his equity portfolio in high-risk investments, with the remainder in lower risk investments. In general terms a medium risk investor should not hold more than 20% of his portfolio in high risk investments, with the remainder in lower and medium risk investments. A high-risk investment strategy may be 100% invested in high risk and very high risk investments alone, or in combination with a smaller percentage of lower and medium risk investments.

(a) All investments are speculative and are liable to fluctuate in value. It should not be assumed that the value of investments will always rise. Past performance will not necessarily be repeated and is no guarantee of future success.

(b) You should carefully consider in whether investing in stocks and shares is suitable for you the light of your financial resources and needs.

(d) Penny Shares. You run extra risks of losing money if you buy shares in smaller companies including “penny shares”. There is often a big difference between the buying price and the selling price of these shares. If you have to sell such shares immediately, you may realise much less than you paid for them and you may also have difficulty in selling. The

price of penny shares may change quickly, it may go down as well as up and it may be more difficult to sell such shares. You should not invest amounts you cannot afford to lose.

(e) Non-readily Realisable Investments. You may have difficulty in selling these investments at a reasonable price. In some circumstances it may be difficult to sell them at any price. It can also be difficult to assess a proper market price for these investment and you should not invest in them unless you have thought carefully about whether you can afford to make

such investment and whether they are appropriate for you.

(f) Geared Investments. Many companies use gearing or borrowing as part of their strategy and may borrow to make investments. The effect of gearing on investment trusts and investment companies may cause the share price to become more volatile than the value of their underlying investments and may result in the share price of shares in these companies being subject to sudden or large falls. It may also mean that you could get nothing back when you try to sell such shares.

(g) AIM. The AIM market is a market designed primarily for emerging or smaller companies. The rules of this market are less demanding than those of the Offi cial List of the London Stock Exchange and therefore the companies quoted on AIM carry a greater risk than a company with a full listing.

(h) PLUS Markets. PLUS Markets is a Prescribed Market under FSMA. It is not a recognised or designated investment exchange and companies trading on PLUS Markets are not listed or subject to the same level of regulation as companies trading on AIM or companies with a full listing on the London Stock Exchange. It may be difficult to obtain reliable information about

the current trading position of companies on PLUS Markets and, if there is only one market maker quoting prices, there may be occasions where you may have difficulty in buying or selling shares at a reasonable price or at all. Similarly the difference between the buying and selling prices can be wide and prices quoted on PLUS Markets may only be indicative

and not firm two-way prices. Additionally, there may have been little or no trading in the stock since its issue. Consequently, there is a higher level of risk attached to companies trading on PLUS Markets.

(i) Material Interest. We specialise in “Penny Shares” and shares quoted on the AIM and PLUS Markets markets and we may hold or have previously held a material interest in companies which are the subject of recommendations or research notes, and may provide or have provided significant advice or investment services in relation to any such company.

(j) We endeavour at all times to ensure that our research is clear, fair and not misleading, and accurately refl ects our opinions

at the date of publication. However, we do not hold our research out to be impartial and it should not be viewed as wholly objective since HB may also be acting or seeking to act as market maker, broker or adviser to (or have taken positions as a principal in) the companies featured in the research notes.

By signing the Retail Customer Information Form you agree that you have read and understood and become bound by these Terms and Conditions, and agree to employ the services of Hoodless Brennan plc subject to them.

HOODLESS BRENNAN PLC
40 Marsh Wall, Docklands, London E14 9TP
Telephone: +44 (0)20 7538 1166
Fax: +44 (0)20 7538 1280 email: hb@hoodlessbrennan.com
www.hoodlessbrennan.com

Hoodless Brennan plc, Registered No. 2693942, 40 Marsh Wall, Docklands, London E14 9TP
Authorised & Regulated by The Financial Services Authority (Register No.155104).
Members of The London Stock Exchange and PLUS Markets