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Strategy Update and Placing to raise circa £40m Interim Results For the half year to 31 March 2013

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Page 1: Strategy Update and Placing to raise circa £40m Interim ... · shall mean and include the proceeding slides, the oral presentation ofConduct Authority (“ the slides by the Company's

Strategy Update and Placing to raise circa £40m

Interim Results For the half year to 31 March 2013

Page 2: Strategy Update and Placing to raise circa £40m Interim ... · shall mean and include the proceeding slides, the oral presentation ofConduct Authority (“ the slides by the Company's

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Agenda

• Further capital to accelerate strategy

• H1 confirms business performing well

• New target 25% operating margin from 2016

• Increased earnings and dividend growth potential

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Results Highlights

• Business performing well in post RDR environment • Re-pricing well advanced • Margin growing • Cost culture being embedded into organisation • Strong FUM growth

March 2013 H1 2013 v H1 2012

Funds Under Management (“FUM”) £28.1bn +9.3%

Revenue £132.2m +12%1

Total Income £139.0m +9%1

Adjusted2 PBT £23.8m +26%

Adjusted2 Diluted EPS 7.1p +29%

Margin 17% +2%

1 the March 2012 income comparator has been adjusted to exclude shared revenue which prior to RDR was recorded as income for Brewin Dolphin with a corresponding operating expense apportioning the income to external parties.

2 these figures have been adjusted to exclude redundancy costs, additional FSCS levy, onerous lease provision and amortisation of client relationships.

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Strategic Plan Recap

Objective Scorecard Status

Organic • Harness the brand • New clear pricing • Good - given distractions of re-pricing

Acquired • Opportunities post RDR • Fill in regional gaps

• Opportunities - but management focus and financial resources have been on re-pricing and lowering operational costs

Pricing • Transfer to national rate

card/phase out trail to ensure RDR compliant

• Good

Discretionary Fund Management mix

• Focus on discretionary business • Good

Lower operational costs

• Cost discipline • Rebase operational cost

through new technology

• Financial discipline taking root. Head office costs rebased…

• Work in progress – will deliver. Clear path and benefits

The strategy is fundamentally about continued growth with transformed business efficiency

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Accelerating the Strategy

Opportunities exist to:

1. Accelerate revenue growth - Organic and acquired FUM 2. Further increase efficiency

- Optimise FUM allocation - Ensure network properly configured - Increase FUM per investment manager - Continued technology investment

Acceleration of the strategy requires upfront investment - prudently financed

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Placing to Deliver Future Growth in Earnings and Returns

Circa £40m placing representing 7.5% of existing share capital Reasons for the Placing 1. Acquisitions of client teams in strategic regions 2. Business development driving increased efficiency

3. Increase solvency level to a new target of at least 150%

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Margin Progression and Medium Term Targets

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Dividend Policy

• Acceleration of growth strategy to deliver increased profit and cash flow

• Higher capital cushion

• Dividend to track underlying earnings growth

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Summary

• New management team – completed appraisal of strategy

• Market conditions improving – but subject to on-going volatility

• Cost discipline being embedded across the business

• Technology project robust and deliverable

• Strong base from which to deliver further shareholder returns

• Margin expansion on track with upside potential to achieve 25%+ from 2016

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H1 Results Detail

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Results Overview

March 2013 March 2012 % change September 2012

£’m £’m £’m

Revenue1 132.2 118.4 12% 244.0

Other operating income 6.8 8.6 -21% 16.4

Total income1 139.0 127.0 9% 260.4

Adjusted profit before tax2 23.8 18.9 26% 42.9

Profit before tax 6.9 12.3 -44% 29.9

Diluted earnings per share 2.1p 3.5p -40% 8.6p

Adjusted diluted earnings per share2 7.1p 5.5p 29% 12.5p

Dividend 3.55p 3.55p 7.15p

Margin 17.1% 14.9% 16.5%

1 the March 2012 and September 2012 income figures have been adjusted to exclude shared revenue which prior to RDR was recorded as income for Brewin Dolphin with a corresponding operating expense apportioning the income to external parties.

2 these figures have been adjusted to exclude redundancy costs, additional FSCS levy, onerous lease provision and amortisation of client relationships.

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Income Statement

March 2013 March 2012 % change September 2012

£’m £’m £’m

Total income1 139.0 127.0 9% 260.4

Salaries (53.4) (47.1) 13% (98.6)

Other operating costs (42.1) (44.6) - 6% (85.1)

Profit before profit share2 43.5 35.4 23% 76.7

Profit share (20.1) (16.5) 22% (34.6)

Operating profit2 23.4 18.9 24% 42.1

Net finance income and other gains and losses 0.4 (0.0) 0.8

Adjusted profit before tax2 23.8 18.9 26% 42.9

Redundancy cost (3.4) (0.1) (0.6)

Additional FSCS Levy (1.1) (0.6) (0.6)

Onerous lease provision (5.9) (0.0) (0.0)

Amortisation of client relationships (6.5) (6.0) (11.9)

Profit before tax 6.9 12.3 - 44% 29.9

1 the March 2012 and September 2012 income figures have been adjusted to exclude shared revenue which prior to RDR was recorded as income for Brewin Dolphin with a corresponding operating expense apportioning the income to external parties.

2 these figures have been adjusted to exclude redundancy costs, additional FSCS levy, onerous lease provision and amortisation of client relationships.

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Growth In Underlying Core Income

Drivers - fund inflows, re-pricing offsetting removal of trail

% change vs

H1 2012 H2 2012 H1 2013 H1 2012 H2 2012

£’m £’m £’m

Commissions 42.6 41.3 47.1 11% 14%

Fees 56.8 64.6 71.5 26% 11%

Core investment management 99.4 105.9 118.6 19% 12%

Financial planning 4.1 5.2 5.0 22% -4%

Trail 14.9 14.4 8.6 -42% -40%

Interest 8.6 7.9 6.8 -21% -14%

Total income 127.0 133.4 139.0 9% 4%

Average market level (APCIMS balanced) 3,017 3,189 8% 6%

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Profitability

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Costs

Cost discipline

• Growth in staff costs slowed, gaining operational leverage

• Head office central function costs reduced in H1 via restructuring - (cost £3.0m), saving £6m p.a. salary costs from H2 2013

• Control over discretionary spending

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Capital

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Capital

Capex on intangibles financed primarily from internal earnings

The dividend for H2 2013 set out above is based on the H1 2013 dividend run rate. It is not an estimate or target for any future H2 2013 dividend and should not be seen as an indication of the Company's expected or actual returns to shareholders. Accordingly, investors should not place any reliance on the dividend for H2 2013 set out above.

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Funds Under Management

March 2013 September 2012 % change

Indices

FTSE APCIMS Private Investor Series Balanced Portfolio 3,301 3,014 9.5%

FTSE 100 6,412 5,742 11.7%

Funds

Discretionary funds under management £20.4bn £18.2bn 12.1%

Advisory funds under management £7.7bn £7.7bn 0.0%

Total managed funds £28.1bn £25.9bn 8.5%

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Funds Under Management – Now Over £28bn

• 31% growth in discretionary FUM since announcement of strategic review

• Continued focus on growing discretionary FUM

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Growth in Discretionary FUM

• Minimal team acquisitions in H1 2013 as investment capital focused on IT project

• Significant team acquisition opportunities post RDR require further investment

Discretionary FUM growth

Team acquisitions FY 2011: 7 FY 2012: 10 H1 2013: 1

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Re-pricing – Good Progress

• Over 70% of target achieved at May 2013

• On track to complete 80% by end of 2013

• Total attrition within tolerance

• Additional £3.8m uplift in H1 2013

• Additional £7.1m uplift due in H2 2013

• £43.7m total uplift by end of 2013

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Attrition From Re-pricing

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FUM Trend

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Appendix

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Shareholders

% Voting equity after exercise of options and shares to be issued

% Voting equity prior to exercise of options

and shares to be issued

Employees of the Group (including Directors) 29% 25%

Shares to be issued 3% 0%

Total employee ownership 32% 25%

Institutional holders > 2.2% 34% 37%

Other 34% 38%

Shareholdings as at 31 March 2013

Shares to be issued are estimated using the share price as at 31 March 2013

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Regional Network

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Asset Allocation

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Analysis of Funds

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Assets Under Management

March 2013 September 2012 % change

Pension funds £5.0bn £4.4bn 14%

Charitable funds £2.3bn £1.9bn 21%

ISAs £4.4bn £4.1bn 7%

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Board

• Chairman – Simon Miller

• Senior Independent Director – Jock Worsley

• Non-Executive Director – Angela Knight

• Non-Executive Director – Sir Stephen Lamport

• Chief Executive Officer – David Nicol

• Finance Director – Andrew Westenberger

• Head of Investment Management – Stephen Ford

• Director – Michael Williams

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Page 31: Strategy Update and Placing to raise circa £40m Interim ... · shall mean and include the proceeding slides, the oral presentation ofConduct Authority (“ the slides by the Company's

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Disclaimer

IMPORTANT NOTICE The information contained in these slides has been prepared by Brewin Dolphin Holdings PLC (the "Company") in connection with the proposed placing (the "Placing") of ordinary shares in the capital of the Company (the "Placing Shares") and the proposed application for the admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority ("UKLA") and admission to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). The information in these slides is subject to updating, completion, revision, further verification and amendment without notice. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Where used in this document, "slides" shall mean and include the proceeding slides, the oral presentation of the slides by the Company's officers on behalf of the Company, any question and answer session that follows that oral presentation, hard copies of these slides and any materials distributed at, or in connection with, the presentation of these slides. Some of the information contained in these slides has not yet been announced pursuant to the Listing Rules (made under Part VI of the Financial Services and Markets Act 2000 (as amended) ("FSMA")) or the Disclosure and Transparency Rules (made under Part VI of FSMA) and as such constitutes relevant information for the purposes of s.118 FSMA and non-public price sensitive information for the purposes of the Criminal Justice Act 1993. Recipients of these slides should not therefore deal in any way in ordinary shares in the capital of the Company (the "Ordinary Shares") or base any behaviour in relation to qualifying investments or relevant products (as defined in FSMA) and the Code of Market Conduct made pursuant to FSMA) which would amount to market abuse for the purposes of FSMA on the information in these slides until after the formal release of an announcement by the Company in connection with the Placing. Nor should the recipient use the information in these slides in any way which would constitute “market abuse”. These slides are private and confidential and are being supplied to you solely for your information and may not be reproduced, re-distributed or passed to any other person or published (directly or indirectly) in whole or in part by you or any other person for any purpose, and should not be acted upon by any other class of persons other than Relevant Persons (as defined below). Any unauthorised disclosure of any information in it by any recipient of these slides may constitute a criminal offence By accepting receipt of these slides, you warrant and represent that you are a Relevant Person (as defined below) and agree to be bound by the limitations and restrictions set out above. These slides has been prepared and issued by and are the sole responsibility of the Company. These slides have not been approved by the UKLA as a prospectus under the Prospectus Rules (made under Part VI of FSMA) or as a prospectus equivalent document nor have these slides been approved by the London Stock Exchange. These slides do not constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for any securities nor shall they or any part of them form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever or constitute an invitation or inducement to engage in investment activity in the United Kingdom, the United States (as defined below) or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. No reliance may be placed for any purpose whatsoever on the on the completeness, accuracy or fairness of the information or opinions contained in these slides or the fact of their distribution. Reliance on these slides for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

IMPORTANT NOTICE

The information contained in these slides has been prepared by, and are the sole responsibility of, Brewin Dolphin Holdings PLC (the “Company”) The information in these slides is subject to updating, completion, revision, further verification and amendment without notice. Where used in this document, “slides” shall mean and include the preceding slides, the oral presentation of the slides by the Company’s officers on behalf of the Company, any question and answer session that follows that oral presentation, hard copies of these slides and any materials distributed at, or in connection with, the presentation of these slides.

These slides do not constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for any securities nor shall they or any part of them form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever or constitute an invitation or inducement to engage in investment activity in the United Kingdom, the United States (as defined below) or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. No reliance may be placed for any purpose whatsoever on the on the completeness, accuracy or fairness of the information or opinions contained in these slides or the fact of their distribution. Reliance on these slides for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

The content of these slides has not been approved by an authorized person within the meaning of s21 of the Financial Services and Markets Act 200 (as amended). These slides are directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). These slides must not be acted or relied on in the United Kingdom by persons who are not relevant persons. In member states of the European Economic Area, these slides are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State) and including any relevant implementing measure in each relevant Member State) (the “Prospectus Directive”) (“Qualified Investors”).

These slides and the information contained herein are not an offer of securities for sale in the United States. The Company has not been, and will not be, registered under the United States Investment Company Act of 1940 (as amended) and investors will not be entitled to the benefits of that Act. Neither these slides nor any copy of them may be taken or transmitted into the United States of America or its territories or possessions (the “United States” or “U.S.”), or distributed, directly or indirectly, in the United States, or to any U.S. Person as defined in Regulation S under the Securities Act 1933 as amended (the “Securities Act”), including U.S. resident corporations, or other entities organised under the laws of the United States or any state thereof or non-U.S. branches or agencies of such corporations or entities or into Canada, Australia, Japan, the Republic of South Africa, the Republic of Ireland or any other jurisdiction which prohibits the same except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States or other national securities laws. The Company’s ordinary shares have not been, and will not be, registered under the Securities Act or qualified for sale under the law of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither the United States Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of the Company’s ordinary shares or passed on the accuracy or adequacy of the contents of these slides. Any representation to the contrary is unlawful. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

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Page 32: Strategy Update and Placing to raise circa £40m Interim ... · shall mean and include the proceeding slides, the oral presentation ofConduct Authority (“ the slides by the Company's

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Disclaimer

IMPORTANT NOTICE The information contained in these slides has been prepared by Brewin Dolphin Holdings PLC (the "Company") in connection with the proposed placing (the "Placing") of ordinary shares in the capital of the Company (the "Placing Shares") and the proposed application for the admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority ("UKLA") and admission to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). The information in these slides is subject to updating, completion, revision, further verification and amendment without notice. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Where used in this document, "slides" shall mean and include the proceeding slides, the oral presentation of the slides by the Company's officers on behalf of the Company, any question and answer session that follows that oral presentation, hard copies of these slides and any materials distributed at, or in connection with, the presentation of these slides. Some of the information contained in these slides has not yet been announced pursuant to the Listing Rules (made under Part VI of the Financial Services and Markets Act 2000 (as amended) ("FSMA")) or the Disclosure and Transparency Rules (made under Part VI of FSMA) and as such constitutes relevant information for the purposes of s.118 FSMA and non-public price sensitive information for the purposes of the Criminal Justice Act 1993. Recipients of these slides should not therefore deal in any way in ordinary shares in the capital of the Company (the "Ordinary Shares") or base any behaviour in relation to qualifying investments or relevant products (as defined in FSMA) and the Code of Market Conduct made pursuant to FSMA) which would amount to market abuse for the purposes of FSMA on the information in these slides until after the formal release of an announcement by the Company in connection with the Placing. Nor should the recipient use the information in these slides in any way which would constitute “market abuse”. These slides are private and confidential and are being supplied to you solely for your information and may not be reproduced, re-distributed or passed to any other person or published (directly or indirectly) in whole or in part by you or any other person for any purpose, and should not be acted upon by any other class of persons other than Relevant Persons (as defined below). Any unauthorised disclosure of any information in it by any recipient of these slides may constitute a criminal offence By accepting receipt of these slides, you warrant and represent that you are a Relevant Person (as defined below) and agree to be bound by the limitations and restrictions set out above. These slides has been prepared and issued by and are the sole responsibility of the Company. These slides have not been approved by the UKLA as a prospectus under the Prospectus Rules (made under Part VI of FSMA) or as a prospectus equivalent document nor have these slides been approved by the London Stock Exchange. These slides do not constitute or form part of any offer for sale or solicitation of any offer to buy or subscribe for any securities nor shall they or any part of them form the basis of or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever or constitute an invitation or inducement to engage in investment activity in the United Kingdom, the United States (as defined below) or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. No reliance may be placed for any purpose whatsoever on the on the completeness, accuracy or fairness of the information or opinions contained in these slides or the fact of their distribution. Reliance on these slides for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

The distribution of these slides in certain jurisdictions may be restricted by law. No action has been taken that would permit possession or distribution of these slides in any jurisdiction where action for that purpose is required. Persons into whose possession these slides come are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The contents of these slides have not been verified by the Company, and no liability is accepted for any such information or opinions by the Company, or any of its respective directors, members, officers, employees, agents or advisers. RBC Europe Limited (trading as RBC Capital Markets) (“RBC”), Canaccord Genuity Limited (“Canaccord”) and Panmure Gordon (UK) Limited (“Panmure Gordon”), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), are acting for the Company in connection with the placing of ordinary shares in the capital of the Company and no-one else and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in relation to the arrangements described in these slides.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company or RBC or Canaccord or Panmure Gordon or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness or fairness of the information or opinions contained in these slides or any other written or oral information made available to or publicly available to any interested party or its advisers, and no liability is accepted by any of the Company, RBC, Canaccord and Panmure Gordon in respect of such information. Notwithstanding the aforesaid, nothing in this paragraph shall exclude liability for any undertaking, representation, warranty or other assurance made fraudulently.

Certain statements in these slides are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipates”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Company’s business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise.

Any indication in these slides of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in these slides should be construed as a profit forecast and no statement in these slides should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of ordinary shares and the income from them may go down as well as up.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, these slides.

29 May 2013

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