THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in

any doubt about the contents of this document or as to the action you should take, you are

recommended immediately to seek your own independent financial advice from your stockbroker,

solicitor, accountant, bank manager or other appropriately qualified independent financial adviser

authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom,

or from another appropriately authorised independent financial adviser if you are outside the

United Kingdom.

If you have sold or otherwise transferred all of your Shares please send this Circular and the accompanyingdocuments as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agentthrough whom the sale or transfer was effected for transmission to the purchaser or transferee.

The attention of Overseas Shareholders and other recipients of this document who are residents

or citizens of any country outside the EEA is drawn to the section entitled “Overseas

Shareholders” on page 7 of this document.

THE WORLD TRUST FUND

Société d’Investissement à Capital Fixe (SICAF)

R.C.S. Luxembourg N° B 37.154(Luxembourg-incorporated Société Anonyme; listed on the Official List of the UK Listing Authority and admitted to trading on

the main market of the London Stock Exchange)

Proposed Bonus Issue of Warrants,

the adoption of new Articles of Incorporation,

the cancellation of Shares held in treasury

and

Notice of Extraordinary General Meeting

The notice of an Extraordinary General Meeting of the Company to be held at 10.00 a.m. (London time) on31 August 2011 is set out at the end of this document. The Proposals described in this document areconditional upon Shareholder approval of the Resolutions to be proposed at the Extraordinary GeneralMeeting. Shareholders are requested to complete and return their Form of Proxy for the ExtraordinaryGeneral Meeting as soon as possible. A Form of Proxy completed for the Extraordinary General Meeting willremain valid for the Reconvened EGM unless expressly revoked. To be valid, the Form of Proxy must becompleted and returned in accordance with the instructions printed thereon to State Street BankLuxembourg S.A. (for the attention of Mr Silvano Del Rosso) at 49, avenue J.F. Kennedy, L-1855 Luxembourgso as to arrive for use in connection with the Extraordinary General Meeting not later than 10.00 a.m. on29 August 2011 and for use in connection with the Reconvened EGM, so as to arrive no later than 10.00 a.m.on 6 October 2011.

CONTENTS

Page no.

EXPECTED TIMETABLE OF EVENTS 3

PART 1 LETTER FROM THE CHAIRMAN 4

PART 2 SUMMARY OF PROPOSED CHANGES TO THE ARTICLES OF INCORPORATION 10

PART 3 TERMS AND CONDITIONS OF THE WARRANTS 11

DEFINITIONS 25

NOTICE OF EXTRAORDINARY GENERAL MEETING 28

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EXPECTED TIMETABLE OF EVENTS

2011

Circular posted to Shareholders 10 August

Latest time and date for receipt of Forms of Direction from Depository Interest Holders 10.00 a.m. on 26 August

Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 29 August

Extraordinary General Meeting to approve the Proposals 10.00 a.m. on 31 August

If the quorum requirements are met at the EGM

Record Date for the Bonus Issue 5.00 p.m. on 31 August

Subscription Prices of Warrants calculated 5.00 p.m. on 31 August

Announcement of Subscription Prices 1 September

Admission of the Warrants to a standard listing on the Official List 8.00 a.m. on 6 Septemberof the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities

CREST accounts credited (where applicable) with Warrants 6 September

If the quorum requirements are not met at the EGM

First publication of notice of Reconvened EGM 1 September

Second publication of notice of Reconvened EGM 19 September

Reconvened EGM 10 October

Record Date for the Bonus Issue 5.00 p.m. on 10 October

Subscription Prices of Warrants calculated 5.00 p.m. on 10 October

Announcement of Subscription Prices 11 October

Admission of the Warrants to a standard listing on the Official List of the 14 OctoberUK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities

CREST accounts credited (where applicable) with Warrants 14 October

Notes:

(1) The times and dates set out in the Expected Timetable of Events above and mentioned throughout this document may be adjustedby the Company, in which event details of the new times and dates will be notified, as required, to the UK Listing Authority andthe London Stock Exchange and, where appropriate, to Shareholders.

(2) All references to time in this document are to London time.

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PART 1

LETTER FROM THE CHAIRMAN

THE WORLD TRUST FUND

Société d'Investissement à Capital Fixe (SICAF)

(Luxembourg-incorporated Société Anonyme; listed on the Official List of the UK Listing Authority and admitted to trading

on the main market of the London Stock Exchange)

Directors: Registered Office:

Mr Philip R. McLoughlin (Chairman) 49 Avenue J.F. KennedyMr Duncan Budge L-1855 LuxembourgMr James A. CaveMr John M. HignettMr Howard MylesMr Alexander E. Zagoreos

10 August 2011

Dear Shareholder

Proposed Bonus Issue of Warrants, the adoption of new Articles of Incorporation, the

cancellation of Shares held in treasury and Notice of Extraordinary General Meeting

Introduction

Further to the Company’s announcement on 23 May 2011 that the Board was considering proposals for abonus issue of Warrants to existing Shareholders, the Board has today announced details of the BonusIssue, which will require, amongst other things, the adoption of new Articles of Incorporation. The BonusIssue is conditional on the passing of the Bonus Issue Resolution to be proposed at the Extraordinary GeneralMeeting of the Company to be held on 31 August 2011, as well as the admission of the Warrants to astandard listing on the Official List and to trading on the main market of the London Stock Exchange.

In addition, the Board proposes that the Shares currently held by the Company in treasury be cancelled. Suchcancellation is conditional on the passing of the Cancellation Resolution to be proposed at the ExtraordinaryGeneral Meeting.

The purpose of this document is to provide you with details and to explain the benefits of the Bonus Issueand to set out the reasons why the Directors are recommending that you vote in favour of the Resolutionsat the Extraordinary General Meeting.

The Bonus Issue

The Company is proposing to issue Warrants to Qualifying Shareholders on the basis of one Warrant for everyfive Existing Shares held on the Record Date, subject to the passing of the Bonus Issue Resolution andAdmission. Fractions of Warrants will not be allotted or issued and entitlements will be rounded down to thenearest whole number of Warrants.

Each Warrant will confer the right (but not the obligation) to subscribe for one Share upon exercise of theSubscription Rights and on payment of the Subscription Price, as set out below.

Warrantholders shall be entitled to exercise their Subscription Rights in cash on any Subscription Date fromMarch 2012 to March 2014, inclusive, after which the Subscription Rights will lapse. A “Subscription Date”in any year shall be the last Business Day of March and the last Business Day of September. The Sharesarising on exercise will be allotted not later than 10 Business Days after the relevant Subscription Date.

Qualifying Shareholders’ entitlements will be assessed against the Register on the Record Date, which isexpected to be 5.00 p.m. on 31 August 2011.

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Warrants will rank equally with each other and will not carry the right to receive any dividends from theCompany or the right to attend and vote at general meetings of the Company.

The terms and conditions attaching to the Warrants are described at Part 3 of this document.

The Subscription Price will be equal to the unaudited published NAV per Share as at 5.00 p.m. on 31 August2011, plus a percentage premium to such amount, rounded up to the nearest whole cent, as follows:

(a) if exercised on the Subscription Dates up to and including the last Business Day in March 2013 – a1 per cent. premium to such NAV per Share; and

(b) if exercised on the Subscription Dates in September 2013 and March 2014 – a 10 per cent. premiumto such NAV per Share.

The NAV for the purpose of calculating the Subscription Prices will be the unaudited value of the Company’sassets calculated in accordance with the Company’s accounting policies (including revenue items for thecurrent financial year) less all prior charges and other creditors at their fair value (including the costs of theBonus Issue). Prior charges include all loans and overdrafts that are to be used for investment purposes.

The Warrant Instrument provides that the Subscription Prices are subject to adjustment upon the occurrenceof certain corporate events by or affecting the Company before March 2014. The relevant corporate eventsinclude consolidations or sub-divisions of share capital, pre-emptive offers of securities to Shareholders,takeover offers and the liquidation of the Company. Such adjustments serve to protect either the intrinsicvalue or the time value of the Warrants, or both.

The percentage premia applying upon exercise and the resulting Subscription Prices reflect the Board’sconfidence in the Company’s medium to long term prospects, which if realised should enable holders ofWarrants to exercise their Subscription Rights and acquire Shares on favourable terms in the future.

It is expected that an announcement setting out the Subscription Prices will be made on 1 September 2011.The Board has the discretion to postpone the date on which the Subscription Prices will be calculated andannounced and shall do so in the event that it considers it in the best interests of Shareholders to do so.

The principal reason for proposing the Bonus Issue is that the Board views it as a favourable method ofincreasing the funds available to the Company to invest in appropriate investments and assist in the growthof the investment portfolio of the Company.

The Directors believe the Bonus Issue of Warrants will have the following advantages:

l Qualifying Shareholders will receive securities which they may convert into Shares at a predeterminedprice in order to benefit from any future growth in the Company;

l Qualifying Shareholders will receive securities with a monetary value which may be traded in a similarfashion to their Existing Shares or converted into Shares;

l on any exercise of the Subscription Rights, the capital base of the Company will increase, allowingoperating costs to be spread across a larger number of Shares, which should cause the total expenseratio to fall; and

l following the exercise of any Subscription Rights, the Company will have an increased number ofShares in issue, which may in due course improve the liquidity in the market for its Shares.

The implementation of the Bonus Issue will require Shareholders to approve the Bonus Issue Resolutionwhich will be proposed at the Extraordinary General Meeting as a special resolution. If passed, the BonusIssue Resolution will:

(a) approve the adoption of Revised Articles to allow for the issue of the Warrants and additionally toupdate the Articles to reflect changes in law and regulation; and

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(b) authorise the Directors to issue Shares on a non-pre-emptive basis in the context of the authorisedcapital and at the relevant Subscription Price pursuant to the exercise of the rights attaching to theWarrants.

Revised Articles of Incorporation

If the Bonus Issue Resolution is approved, the Revised Articles will be adopted to replace the ExistingArticles. The Revised Articles will remove provisions that would be in conflict with the Bonus Issue and willalso reflect certain other changes to law and regulation, but otherwise will be substantially identical to theExisting Articles. A summary of the proposed changes to the Articles of Incorporation is set out at Part 2 ofthis document.

The Revised Articles will be on display at the registered office of the Company, 49 Avenue J.F. Kennedy,L-1855 Luxembourg, and at the offices of Stephenson Harwood, 1 Finsbury Circus, London EC2M 7SH,from the date of this document until the end of the Extraordinary General Meeting and at the ExtraordinaryGeneral Meeting itself for the duration of the meeting and for at least 15 minutes prior to the meeting. TheRevised Articles are also available upon request free of charge at the registered office of the Company.

Proposal to reduce the Company’s share capital and to amend the Articles accordingly

The Company currently holds 6,179,287 Shares in treasury, equal to 10.26 per cent of the Company’sissued share capital. The Board proposes to reduce the Company's share capital by cancelling all of theShares held by the Company in treasury. The transaction will have no effect on a Shareholder’s holding ofShares. Consequently, the Board also proposes to alter paragraph 1 in Article 5 of the Company’s Articles(as amended) to reflect the reduction of share capital.

Accordingly, the Cancellation Resolution will be proposed at the Extraordinary General Meeting of theCompany to reduce its capital and to make a consequential amendment to the Articles, which will beproposed at the Extraordinary General Meeting as a special resolution.

Continuation vote

Under the Company’s Articles, the Company is required to propose a continuation vote as an ordinaryresolution at every Annual General Meeting. If a continuation vote is not passed the Directors are requiredto convene a general meeting within four months of the relevant Annual General Meeting at which proposalsfor the winding up or other reconstruction of the Company will be considered.

The last continuation vote took place in August 2010 and the next is due at the Annual General Meeting tobe held in August 2011, shortly before the Extraordinary General Meeting to approve the Bonus Issue. Inthe unlikely event that Shareholders do not pass the continuation vote at the forthcoming Annual GeneralMeeting the Board would withdraw the Notice of Extraordinary General Meeting by sending a further letterto all Shareholders.

Following the Bonus Issue, some or all of the Warrants may still be outstanding at the time of subsequentcontinuation votes in 2012 and 2013. Warrants do not carry the right to attend and vote at any generalmeeting of the Company, including any meeting convened to consider a continuation vote. In the event thatthe continuation vote in either 2012 or 2013 is not passed and the Company is wound up or restructured,the entitlement of Warrantholders will be calculated in accordance with the rights attaching to the Warrants.

Broadly, this means that if the Company is wound-up, each Warrantholder shall be treated as if immediatelybefore the date of such resolution their Subscription Rights had been exercisable and had been exercisedin full (but at the reduced Subscription Price (if applicable) determined in accordance with paragraph 2.11of Part 3 of this document) and shall accordingly be entitled to receive out of the assets available fordistribution in the liquidation pari passu with the Shareholders such a sum as they would have received hadthey been the holder of the Shares to which they would have become entitled by virtue of subscription onsuch terms after deducting a sum per Share equal to such Subscription Price.

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Admission and dealings

The Warrants may be issued either in certificated or uncertificated form. No temporary documents of titlewill be issued. Transfers of Warrants will be certified against the Register.

All documents or remittances sent by or to Shareholders will be sent through the post at the risk of theShareholder.

Applications will be made to the UK Listing Authority for the Warrants to be admitted to a standard listingon the Official List and to the London Stock Exchange for such shares to be admitted to trading on itsmarket for listed securities. It is expected that Admission will occur, and that dealings will commence, on6 September 2011. On Admission, the Warrants will confer rights to subscribe for new Shares representing,in aggregate, 20 per cent. of the then issued ordinary share capital of the Company.

The Shares resulting from the exercise of the Subscription Rights will rank pari passu with the Shares thenin issue (save for any dividends or other distributions declared, made or paid on the Shares by reference toa record date prior to the allotment of the relevant Shares).

Overseas Shareholders

The issue of the Warrants, and the issue of Shares upon exercise of the Subscription Rights attached toWarrants, to persons who have a registered or mailing address in countries outside of the United Kingdomor Luxembourg may be affected by the law or regulatory requirements of the relevant jurisdiction.

The Warrants to be issued under the Bonus Issue are not being issued to Excluded Overseas Shareholders.

The Board will issue any Warrants due under the Bonus Issue to Excluded Overseas Shareholders to theCompany's market maker who will use its reasonable endeavours to sell such Warrants. The proceeds ofsale will be paid to the Excluded Overseas Shareholders entitled to them save that entitlements of less thanUS$5.00 will be retained by the Company for its own account.

Notwithstanding any other provision of this document the Company reserves the right to permit anyShareholder to take up Warrants under the Bonus Issue if the Company, in its sole and absolute discretion,is satisfied at any time prior to the Extraordinary General Meeting that the transaction in question is exemptfrom, or not subject to the legislation or regulations giving rise to, the restrictions in question.

Any Shareholder who is in any doubt as to his position should consult an appropriate independentprofessional adviser without delay.

Taxation

The attention of Shareholders is drawn to the summary of Luxembourg and United Kingdom tax matters setout in paragraph 11 of Part V of the Prospectus. Shareholders who are in any doubt about their tax positionor who may be subject to tax in a jurisdiction other than Luxembourg or the United Kingdom should consulttheir professional adviser.

Costs of the Proposals

The Company’s expenses in connection with the Proposals are estimated to amount to approximately£350,000 (exclusive of VAT, if any). In the event that the Proposals do not proceed, it is estimated that theCompany could incur approximately £220,000 of irrecoverable costs.

Net Proceeds

Although there can be no certainty as to whether any or all of the Subscription Rights will be exercised, ifthe Bonus Issue proceeds and all of the Subscription Rights were exercised as at the first SubscriptionDate, the net proceeds that would arise on such exercise would be approximately US$33.0m, based on aNAV per Share of US$3.02 on 8 August 2011, the latest practicable date prior to the publication of thisdocument, and assuming 10,807,612 Warrants are issued pursuant to the Bonus Issue. It should be noted,

7

however, that the Subscription Prices will be calculated on 31 August 2011 and the above figures are forillustrative purposes only.

Extraordinary General Meeting

The Bonus Issue is conditional on, in addition to Admission, the approval by Shareholders of the BonusIssue Resolution to be proposed at an Extraordinary General Meeting of the Company which has beenconvened for 31 August 2011. The cancellation of the Shares currently held in treasury is conditional on theapproval by Shareholders of the Cancellation Resolution to be proposed at the Extraordinary GeneralMeeting. The Board is recommending that Shareholders vote in favour of the Resolutions.

All Shareholders are entitled to attend and vote at the Extraordinary General Meeting. In accordance withthe Articles, all Shareholders present in person or by proxy shall upon a show of hands have one vote andupon a poll shall have one vote in respect of every Share held. The Resolutions to be proposed at theExtraordinary General Meeting require the holders of 50 per cent. of the issued Share capital to be present(by person or by proxy) for the meeting to be quorate and a majority of two-thirds of the votes cast must bein favour in order for each Resolution to be passed.

In the event that the Extraordinary General Meeting is not quorate, a Reconvened EGM will be convened bythe Board by way of separate notices published in accordance with Luxembourg law at which no quorumwill be applicable. At the Reconvened EGM, the Resolutions will each be taken by a two-thirds majority ofthe votes validly cast, with abstentions, invalid and blank votes not being taken into account.

The formal notice convening the Extraordinary General Meeting is set out on pages 28 and 29 of this Circular.

Dilution

The issue of the Warrants will mean that the equivalent of 20 per cent. of the Company’s issued ordinaryshare capital is under option immediately following the Bonus Issue. On each occasion that SubscriptionRights are exercised this will dilute the shareholding of any Shareholders who do not exercise acorresponding proportion of the Subscription Rights attaching to their Warrants or who have sold theirWarrants. However, if a Shareholder continues to hold the Warrants issued to him pursuant to the BonusIssue and exercises his Subscription Rights before their expiry, that Shareholder’s percentage interest in theShare capital of the Company will not ultimately be reduced below his percentage interest in the Sharecapital of the Company immediately prior to the Bonus Issue. If, as the Company would expect, the NAVper Share at the time of exercise of the Subscription Rights exceeds the applicable Subscription Price, theissue of the Shares upon such exercise will also have a dilutive effect on the NAV per Share. The extent ofsuch dilution will depend on the number of Warrants which are converted on each occasion and thedifference between the applicable Subscription Price and the NAV per Share prevailing at the time the newShares are issued pursuant to the exercise of the Subscription Rights.

Action to be taken by Shareholders

Shareholders will find enclosed with this document a Form of Proxy for use in connection with theExtraordinary General Meeting. Whether or not you intend to be present at the Extraordinary General Meeting,you are requested to complete and return the Form of Proxy. A Form of Proxy completed for use inconnection with the Extraordinary General Meeting will remain valid for the Reconvened EGM unlessexpressly revoked.

Shareholders are requested to complete and return their Form of Proxy for the Extraordinary General Meetingas soon as possible. To be valid, the Form of Proxy for use at the Extraordinary General Meeting must becompleted and returned in accordance with the instructions printed thereon to State Street BankLuxembourg S.A. (for the attention of Mr Silvano Del Rosso) at 49, avenue J.F. Kennedy, L-1855 Luxembourgso as to arrive not later than 10.00 a.m. on 29 August 2011 and, for use in connection with the ReconvenedEGM, so as to arrive no later than 10.00 a.m. on 6 October 2011.

The return of the completed Form of Proxy will not affect your right as a Shareholder to attend theExtraordinary General Meeting or the Reconvened EGM (if applicable) and voting in person if you wish todo so.

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Beneficial owners of Shares in the Company who are not listed in the Company’s register of Shareholdersbut who wish to participate in the Extraordinary General Meeting, and/or their agents, should provide asigned copy of the enclosed letter of representation when requesting admittance to the Extraordinary GeneralMeeting or attach the enclosed letter to the Form of Proxy to be returned to the above mentioned addressno later than 10.00 a.m. on 29 August 2011.

Action to be taken by holders of Depository Interests

Depository Interest Holders will find enclosed with this document a Form of Direction for use in connectionwith the Extraordinary General Meeting. Depository Interest Holders are requested to complete and returntheir Form of Direction for the Extraordinary General Meeting as soon as possible. To be valid, the Form ofDirection for use at the Extraordinary General Meeting must be completed and returned in accordance withthe instructions printed thereon to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TUby no later than 72 hours before the time fixed for the meeting or any adjourned meeting.

The return of the completed Form of Direction will not preclude you from attending the Extraordinary GeneralMeeting or the Reconvened EGM (if applicable) and voting in person if you wish to do so providing a letterof corporate representation has been requested from the Depository.

Recommendation

The Directors consider the Resolutions set out in the Notice of Extraordinary General Meeting to be in thebest interests of the Company and the Shareholders as a whole. Accordingly, the Directors unanimouslyrecommend that Shareholders vote in favour of such Resolutions, as they intend to do in respect of their ownpersonal beneficial shareholdings, amounting to, in aggregate 1,037,750 Shares, representing 1.92 percent. of the current issued Share capital of the Company (excluding Shares held in treasury).

Yours faithfully,

Philip R. McLoughlin

Chairman

LR 13.3.1 (5)

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PART 2

SUMMARY OF PROPOSED CHANGES TO THE ARTICLES OF INCORPORATION

The proposed changes to the Existing Articles are:

1. certain amendments (including an amendment to the Company’s corporate object) to reflect changesin the laws and regulations affecting the Company, including the replacement of the law of 20 December2002 by the law of 17 December 2010 regarding undertakings for collective investment (to which theCompany is now subject);

2. removal of all references to historic issues of warrants by the Company;

3. authorisation for the Board of Directors to issue any securities which are convertible in or give right toShares in the Company;

4. an amendment to the Board’s authority to issue shares such that the Company may not issue newShares for consideration which is lower than the Net Asset Value of such Shares unless otherwiseapproved by Shareholders in general meeting;

5. an amendment to the provisions dealing with pre-emption rights such that, subject to the CompanyAct, each Shareholder shall have a preferential right of subscription in the event of the issue of newShares or the sale of Shares from treasury in return for contributions in cash. Such preferential right ofsubscription shall be proportional to the fraction of the capital represented by the Shares held by eachShareholder. The preferential subscription right may also be limited or cancelled by the Board in theevent that a general meeting of Shareholders delegates to the Board the power to issue Shares andto limit or cancel the preferential subscription right for a period of no more than five years set by thegeneral meeting;

6. an amendment to the provision that the issuance of Shares shall be suspended if the calculation of theNet Asset Value is suspended, such that this restriction shall not apply to the issue of Shares upon theexercise of Warrants;

7. an amendment to the restriction that repurchased Shares may not be offered for sale for less than theNet Asset Value of such Shares such that this restriction may be relaxed by Shareholders in generalmeeting;

8. if permitted by Luxembourg laws and under the conditions set out in Luxembourg laws and regulations,the annual general meeting of Shareholders may be held at a date, time or place other than those setout in the Articles of Incorporation, that date, time or place to be decided by the Board;

9. an amendment to the Article governing Directors’ remuneration to provide for an increase in themaximum aggregate gross amount that may be paid to Directors to US$500,000 (such amount havingbeen approved by Shareholders at the Company’s annual general meeting in 2010); and

10. an amendment to the definition of “material interest” such as to exclude from that definition anyrelationship with or interest in relation to certain entities.

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PART 3

TERMS AND CONDITIONS OF THE WARRANTS

Subscription Rights

1.1 A registered holder for the time being of a Warrant (a “Warrantholder”) shall have a right(a “Subscription Right”) to subscribe in cash for one Share at the relevant Subscription Price on anySubscription Date.

1.2 Warrantholders shall be entitled to exercise their Subscription Right in cash on any Subscription Datefalling in the years from March 2012 to March 2014, inclusive, and the last Subscription Date in March2014 shall be termed the “Final Subscription Date”. A “Subscription Date” in any year shall be lastBusiness Day of March and the last Business Day of September. Each Subscription Date will be notifiedby the Company to Warrantholders at least forty (40) Business Days but not more than sixty (60)Business Days before the relevant Subscription Date (the “Information Notice”).

1.3 The “Subscription Price” shall be equal to the unaudited published NAV per Share as at 5.00 p.m.on 31 August 2011 (if the quorum requirements are met at the EGM, otherwise the date of theReconvened EGM), plus a percentage premium to such amount, rounded up to the nearest wholecent as follows:

(a) if exercised on the Subscription Dates up to and including the Subscription Date in March 2013– a 1 per cent. premium to such NAV per Share; and

(b) if exercised on the Subscription Dates in September 2013 and March 2014 – a 10 per cent.premium to such NAV per Share.

The NAV for the purpose of calculating the Subscription Prices will be the unaudited value of theCompany’s assets calculated in accordance with the Company’s accounting policies (including revenueitems for the current financial year) less all prior charges and other creditors at their fair value (includingthe costs of the Bonus Issue). Prior charges include all loans and overdrafts that are to be used forinvestment purposes.

The Subscription Price shall be payable in full in cash upon subscription. Each Warrant has aSubscription Right to one Share, but the relevant Subscription Price (and the number of Warrantsoutstanding) will be subject to adjustment as provided in paragraph 2 below.

It is expected that the Subscription Prices will be announced via a Regulatory Information Service onor around 1 September 2011.

1.4 The Warrants registered in a holder’s name will be evidenced by an entry in the warrant registermaintained by the Registrar (and, in the case of Warrants held in uncertificated form, by means of anyrelevant computer-based system enabling title to units of a security to be evidenced and transferredwithout a written instrument (the “Relevant Electronic System”). The Company shall be under noobligation to issue a warrant certificate to any person holding Warrants.

1.5 In order to exercise Subscription Rights in whole or in part the Warrantholder must:

1.5.1 send a Notice of Subscription to the Registrars by not later than 5.00 p.m. on any Business Daybetween the date of the Information Notice and the relevant Subscription Date (both datesinclusive) and send a remittance for the aggregate Subscription Price payable on subscriptionfor the Shares in respect of which the Subscription Rights are exercised. Any Notice ofSubscription or remittance received after 5.00 p.m. on any Business Day will be treated ashaving been received on the following Business Day; or

1.5.2 in the case of Uncertificated Warrants (as defined in paragraph 8.4.4 of this Part 3), on therelevant Subscription Date (not later than 5.00 p.m. on the relevant Business Day) arrange forthe payment to the Registrars or Depository, as appropriate, (in the manner from time to time

11

prescribed by the Board subject always to the facilities and requirements of the RelevantElectronic System concerned) of the aggregate Subscription Price payable on subscription forthe Shares in respect of which the Subscription Rights are exercised and send to the Registrarsor Depository, as appropraite, or such person as the Company may require (including, withoutlimitation, any sponsoring system-participant acting on behalf of the Company, the Registrarsor the Depository) a properly authenticated dematerialised instruction. The properly authenticateddematerialised instruction shall be:

(A) in the form from time to time prescribed by the Board and having the effect determined bythe Board from time to time; and

(B) addressed to the Company or the Depository, as appropriate, attributable to the system-member who is the registered Warrantholder and identify (in accordance with the formprescribed by the Board as aforesaid) the Warrants in respect of which the SubscriptionRights are to be exercised; and

provided always that:

(C) the Board may in its discretion permit the holder of any Uncertificated Warrant to exercisehis Subscription Rights by some other means (including if the Company or any sponsoringsystem-participant acting on behalf of the Company is unable at any time and for any reasonto receive properly authenticated dematerialised instructions) in accordance with applicablelaws;

(D) the Board may in its discretion require, in addition to the receipt of a properly authenticateddematerialised instruction as referred to above, the holder of any Uncertificated Warrant tocomplete and deliver to the Company (or the Registrars) on or prior to the relevantSubscription Date, a notice in such form as may from time to time be prescribed by theBoard;

(E) the Board may in its discretion determine when any such properly authenticateddematerialised instruction and/or other instruction or notification is to be treated as receivedby the Company or by such other person as it may require for these purposes; and

(F) for the avoidance of doubt, the form of the properly authenticated dematerialised instructionas referred to above may be such as to divest the Warrantholder concerned of the powerto transfer such Uncertificated Warrant to another person.

All notices, instructions and any other steps required by this paragraph 1.5.2 shall be subjectalways to the facilities and requirements of the Relevant Electronic System concerned.

1.6 Each person who holds Warrants and wishes to exercise Subscription Rights for its own account orfor the account or benefit of another person, will be deemed, prior to receiving any Shares, to makethe following representations, warranties, agreements and acknowledgements:

(i) it is not a US Person, it is not located within the United States of America and it is not acquiringthe Shares to be issued upon exercise of the Subscription Rights for the account or benefit of aUS Person;

(ii) it is not a “benefit plan investor” as within the meaning of Section 3(42) of US Employee RetirementIncome Security Act of 1974, as amended (“ERISA”), or a plan or entity that would be a “benefitplan investor” as so defined except that it is not subject to Part 4 of Subtitle B of Title I of ERISA,in either case that is subject to Section 406 of ERISA or Section 4975 of the US Internal RevenueCode of 1986, as amended (the “Code”) or any US federal state, local or other US laws orregulations that are substantially similar to such provisions of ERISA or the Code; and

(iii) it is acquiring the Shares to be issued upon exercise of the Subscription Rights for investmentpurposes only, and not with a view to, or for resale in connection with, any public distributionthereof within the United States within the meaning of the US Securities Act, failing which theCompany may refuse to authorise the issue of Shares to such person.

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The Company reserves the right, in its sole and absolute discretion, to treat as invalid any acceptanceor purported acceptance of the Warrants and/or any subscription or purported subscription for theShares issuable upon exercise of the Subscription Rights:

(i) in the event of a breach of any of the representations, warranties, agreements andacknowledgements set out above;

(ii) that appears to the Company to have been effected or dispatched from any Excluded Territoryor by a US Person, unless the Company is satisfied that such action would not result in thecontravention of any restriction or other legal requirement in any jurisdiction;

(iii) that appears to the Company to involve a potential breach or violation of the securities laws ofany jurisdiction;

(iv) that appears to the Company to be inconsistent with the procedures, terms and conditions setout in the Warrant Instrument and the Prospectus; or

(v) that appears to the Company to purport to exclude or modify any of the representations,warranties, agreements and acknowledgements set out in the Warrant Instrument.

Once lodged, a Notice of Subscription shall be irrevocable save with the consent of the Board. Inaddition to the requirements set out above, compliance must also be made with any statutoryrequirements for the time being applicable.

1.7 The Information Notice shall advise holders of the outstanding Warrants of their Subscription Rights andshall set out the Subscription Price, at which Warrantholders may subscribe for Shares on theSubscription Date and, in relation to any Warrants that are in uncertificated form, state the form ofproperly authenticated dematerialised instruction prescribed by the Company in relation to suchSubscription Date.

1.8 Shares to be issued pursuant to the exercise of Subscription Rights will be issued not later than 10Business Days after the relevant Subscription Date, and with effect from the date of receipt by theCompany of cleared funds in respect of the Subscription Price. If a Warrantholder provides more thanone Notice of Subscription in respect of any Subscription Date, the Notice of Subscription will beaggregated and the Shares to be issued pursuant to the exercise of the Subscription Rights will beissued on an aggregated basis. Unless the Board otherwise determines, or unless the Regulationsand/or the rules of the Relevant Electronic System concerned otherwise require, and subject to anyapplicable law, the Shares issued on the exercise of any Subscription Rights shall be registered againstthe name of the relevant Shareholder in the register maintained by the Registrar or, otherwise, inuncertificated form, (provided that, from a Luxembourg law perspective, the Shares and the Warrantswill exist and remain in registered form only). No fraction of a Share will be issued on the exercise ofany Warrant and no refund will be made to a Warrantholder in respect of any subscription monies paidby that Warrantholder which represents such a fraction (if any) provided that if the Subscription Rightsrepresented by more than one Warrant are exercised by the same Warrantholder as at the sameSubscription Date then the number of Shares to be issued to such Warrantholder in relation to all suchWarrants exercised shall be aggregated and whether any fractions then arise shall be determinedaccordingly. In the case of Shares to be issued in uncertificated form, the Company shall procure thatthe appropriate instructions are given to enable such Shares to be evidenced by means of the RelevantElectronic System as a holding of the person(s) in whose name(s) the Warrants in respect of whichSubscription Rights have been exercised were registered as at the date of such exercise or (subjectas provided by law, to the payment of stamp duty reserve tax or any like tax as may be applicable, tosuch terms and conditions as the Board may from time to time prescribe for this purpose and to thefacilities and requirements of the Relevant Electronic System) to such other person(s) (not being morethan four in number) as may be named in the properly authenticated dematerialised instruction and/orother instruction or notification in such form.

1.9 Shares issued pursuant to the exercise of Subscription Rights will not rank for any dividends or otherdistributions declared, paid or made for which the record date is prior to the day on which the Sharesare issued following the exercise of the Subscription Rights pursuant to paragraph 1.8. but, subjectthereto, will rank in full for all dividends and other distributions in respect of the then current financial

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year and pari passu in all other respects with the Shares in issue on the day on which the Shares areissued following the exercise of the Subscription Rights pursuant to paragraph 1.8, provided that onany issue falling to be made pursuant to paragraph 3.1.5 or 3.2 below, the Shares to be issued shallnot rank for any dividend or other distribution declared, paid or made by reference to a record date priorto the date of issue.

1.10 For so long as the Shares are admitted to a Relevant Exchange, the Company will apply for the Sharesissued pursuant to any exercise of Subscription Rights to be listed or traded on the Relevant Exchangeand the Company will use its best endeavours to obtain the admission thereof not later than 14 daysafter the relevant date of issue of such Shares.

1.11 If, immediately after any Subscription Date (other than the Final Subscription Date) and after takingaccount of any Subscription Rights exercised on that date, Subscription Rights shall have beenexercised in respect of 90 per cent. or more of the Shares to which the Subscription Rights attachedto all the Warrants originally or subsequently issued relate (excluding any Shares to which theSubscription Rights attached to any Warrants purchased by the Company or any of its subsidiariesrelate but including any further Warrants issued pursuant to this Part 3 (Terms and Conditions of theWarrants), the Company shall be entitled at any time within the next following 14 days to serve noticein writing on the holders of the Warrants then outstanding of its intention to appoint a trustee for thepurposes set out in paragraph 1.12 below upon the expiry of 21 days from the date of such notice (the“Notice Period”) and for this purpose the Notice Period shall expire at 3.00 p.m. on such twenty-firstday. Such notice shall in its terms give the holders of the Warrants so outstanding a final opportunityto exercise their Subscription Rights in the manner provided in paragraph 1.5. Such notice shall set outthe Subscription Price (as adjusted if required in accordance with paragraph 2), at which Warrantholdersmay subscribe for Shares before the expiry of the Notice Period.

1.12 Forthwith after the expiry of the Notice Period, the Company shall appoint a trustee who, providedthat in their opinion (acting reasonably) the net proceeds of sale of Shares issued upon exercise of theWarrants then outstanding after deduction of all costs and expenses incurred by them then will exceedthe cost of exercise of the Subscription Rights attached thereto, shall within the period of 14 daysfollowing the expiry of the Notice Period (and, in the case of Uncertificated Warrants, subject toparagraph 1.16 below) either: (i) exercise the Subscription Rights which shall not have been exercisedon the terms (subject to any adjustments in accordance with paragraph 2) on which the same couldhave been exercised immediately prior to the expiry of the Notice Period if the relevant date had beena Subscription Date and sell in the market the Shares issued on such subscription or (ii) accept anyoffer available to Warrantholders for the purchase of those Warrants, provided always that, in the caseof Uncertificated Warrants, such exercise or acceptance is permitted by the operator of the RelevantElectronic System. The trustee shall distribute pro rata the proceeds less such subscription costs andsuch other costs and expenses to the persons entitled thereto at the risk of such persons as soon aspracticable thereafter provided that entitlements of each Warrantholder to amounts of under US$5.00shall be retained for the benefit of the Company. If the trustee shall not exercise the Subscription Rightsas aforesaid (and their decision in respect thereof shall, in the absence of unreasonableness, be finaland binding on all Warrantholders) all Subscription Rights shall lapse as at 12 midnight at the end ofsuch fourteenth day.

1.13 In the event that the Company treats as invalid any acceptance or purported acceptance of theWarrants and any subscription or purported subscription for the Shares issuable upon exercise of theSubscription Rights pursuant to paragraph 1.6 above, the Company shall appoint a trustee who,provided that in their opinion (acting reasonably) the net proceeds of sale of Shares issued uponexercise of the Warrants then outstanding after deduction of all costs and expenses incurred by themwill exceed the costs of exercise of the Subscription Rights attached thereto, shall within the period of14 days following the relevant Subscription Date (and, in the case of Uncertificated Warrants, subjectto paragraph 1.16 below), either: (i) exercise all the relevant Subscription Rights and sell in the marketthe Shares acquired on such subscription; or (ii) accept any offer available to Warrantholders for thepurchase of those Warrants, provided always that, in the case of Uncertificated Warrants, such exerciseor acceptance is permitted by the operator of the Relevant Electronic System. The trustee shalldistribute pro rata the proceeds less any such subscription costs and such other costs and expensesto the persons entitled thereto at the risk of such persons as soon as practicable thereafter providedthat entitlements of each Warrantholder to amounts of under US$5.00 shall be retained for the benefitof the Company. If the trustee shall not exercise the Subscription Rights as aforesaid (and his decision

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in respect thereof shall, in the absence of unreasonableness, be final and binding on all Warrantholders)the relevant Subscription Rights shall lapse as at 12 midnight at the end of such fourteenth day.Notwithstanding the above, if as at the relevant Subscription Date and during the period of 14 daysthereafter, the Subscription Price is higher than the closing bid price for the Shares (as derived fromthe Relevant Exchange) the Company shall not be obliged to appoint a trustee and shall be entitled toallow the Subscription Rights to lapse on the fifteenth day after the relevant Subscription Date withouttaking any other action.

1.14 Within seven days following the Final Subscription Date, the Company shall appoint a trustee who,provided that in their opinion (acting reasonably) the net proceeds of sale of Shares issued uponexercise of the Warrants then outstanding after deduction of all costs and expenses incurred by themwill exceed the costs of exercise of the Subscription Rights attached thereto, shall within the period of14 days following the Final Subscription Date (and, in the case of Uncertificated Warrants, subject toparagraph 1.16 below), either: (i) exercise all the Subscription Rights which shall not have beenexercised on the terms on which the same could have been exercised on the Final Subscription Dateand sell in the market the Shares acquired on such subscription; or (ii) accept any offer available toWarrantholders for the purchase of those Warrants, provided always that, in the case of UncertificatedWarrants, such exercise or acceptance is permitted by the operator of the Relevant Electronic System.The trustee shall distribute pro rata the proceeds less any such subscription costs and such othercosts and expenses to the persons entitled thereto at the risk of such persons as soon as practicablethereafter provided that entitlements of each Warrantholder to amounts of under US$5.00 shall beretained for the benefit of the Company. If the trustee shall not exercise the Subscription Rights asaforesaid (and his decision in respect thereof shall, in the absence of unreasonableness, be final andbinding on all Warrantholders) all Subscription Rights shall lapse as at 12 midnight at the end of suchfourteenth day. Notwithstanding the above, if as at the Final Subscription Date and during the periodof 14 days thereafter, the Subscription Price is higher than the closing bid price for the Shares (asderived from the Relevant Exchange) the Company shall not be obliged to appoint a trustee and shallbe entitled to allow the Subscription Rights to lapse on the fifteenth day after the Final Subscription Datewithout taking any other action.

1.15 The Company shall, in its discretion, as an alternative to the procedures in paragraphs 1.12, 1.13 and1.14, have the right to make a payment to the holder of each outstanding Warrant of an amount equalto the Board’s best estimate of the amount which would be received by Warrantholders were suchprocedures being followed and upon making such payment the Warrants shall lapse.

1.16 The provisions of this paragraph 1.16 shall apply in relation to any Uncertificated Warrants that are tobe exercised or sold by a trustee appointed in accordance with paragraphs 1.12, 1.13 or 1.14 above.The Board shall, if so required by the trustee (and subject always to the facilities and requirements ofthe Relevant Electronic System), take such steps (or require the Warrantholder to take such steps) asare necessary to enable the trustee to exercise its powers arising under paragraphs 1.12, 1.13 or 1.14above. In particular, and without prejudice to the generality of the foregoing, in the event that the trusteedecides to exercise the Subscription Rights in accordance with paragraphs 1.12, 1.13 or 1.14 above,the procedures for such exercise may involve or include:

1.16.1 the sending by the Company or by any person on its behalf of an issuer instruction to theoperator requesting or requiring the deletion of any computer-based entries in the RelevantElectronic System which relate to the Warrants exercised by the trustee; and/or

1.16.2 the trustee (or the Company acting on its behalf) by notice in writing to the Warrantholderconcerned requiring him to change the form of those Warrants from uncertificated to certificatedform prior to the trustee’s exercise of the relevant Subscription Rights.

Subject always to the facilities and requirements of the Relevant Electronic System, all steps taken bythe trustee (or the Company acting on its behalf) shall be as effective as if they had been taken by theregistered holder of, or person entitled by transmission to, the Warrants.

1.17 The trustee referred to in paragraphs 1.11 to 1.16 shall have no liability of any nature whatsoever whereit has acted honestly and reasonably.

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2. Adjustment of Subscription Rights

2.1 The Subscription Price (and the number of Warrants outstanding) shall from time to time be adjustedin accordance with the provisions of this paragraph 2, it being specified that in no event the SubscriptionPrice shall be lower than the accounting par value of the Shares.

2.2 If and whenever there shall be an alteration on a date (or by reference to a date) on or before the FinalSubscription Date in the Shares as a result of a consolidation or subdivision, the Subscription Price inforce immediately prior to such alteration shall be adjusted by multiplying it by a fraction of which thenumerator shall be the accounting par value of one such Share immediately after such alteration andthe denominator shall be the accounting par value of one such Share immediately prior to suchalteration, and such adjustment shall become effective on the date the alteration takes effect.

2.3 If and whenever the Company shall issue to holders of Shares any Shares credited as fully paid by wayof capitalisation of reserves or profits (other than Shares paid-up out of distributable reserves andissued in lieu of a cash dividend) on a date (or by reference to a date) on or before the Final SubscriptionDate, the Subscription Price in force immediately prior to such issue shall be adjusted by multiplying itby a fraction of which the numerator shall be the aggregate accounting par value of the issued Sharesimmediately before such issue and the denominator shall be the aggregate accounting par value of theissued Shares immediately after such issue and such adjustment shall become effective as at the dateof issue of such Shares.

2.4 If on a date (or by reference to a record date) on or before the Final Subscription Date, the Companymakes any offer or invitation (whether by way of issue or otherwise but excluding an offer made inconnection with scrip dividend arrangements) to the holders of the Shares, or any offer or invitation (notbeing an offer to which paragraph 3.2 below applies) is made to such holders otherwise than by theCompany, the Company shall not be required to procure that the same offer or invitation is made tothe then Warrantholders but the Subscription Price shall be adjusted:

2.4.1 in the case of an offer of new Shares for subscription by way of issue (a “Subscription Offer”)at a price less than the market price per Share at the date of announcement of the terms ofthe offer, by multiplying the Subscription Price for the relevant Subscription Date by a fractionof which the numerator is the number of Shares in issue on the date of such announcementplus the number of Shares which the aggregate amount payable for the total number of Sharescomprised in such offer would purchase at such market price per Share and the denominatoris the number of Shares in issue on the date of such announcement plus the aggregate numberof Shares offered for subscription; and

2.4.2 in the case of a Subscription Offer at a price less than the NAV per Share at the date ofannouncement of the terms of the offer, the formula in paragraph 2.4.1 shall apply save thatthe references to market price shall be substituted by NAV; and

2.4.3 in any other case, in such manner as the Auditors shall report in writing to be fair andreasonable.

Any such adjustments shall become effective as at the record date for the offer or invitation. For thepurposes of this paragraph “market price” shall mean the average of the closing middle marketquotations (as derived from the Relevant Exchange) for one Share for the five consecutive DealingDays ending on the Dealing Day immediately preceding the day on which the market price is to beascertained, making an appropriate adjustment if the Shares to be issued pursuant to the offer orinvitation do not rank, on some or all of the relevant Dealing Days, pari passu as to dividends or otherdistributions with the Shares in issue on those days.

2.5 No adjustment will be made to the Subscription Price pursuant to paragraphs 2.2, 2.3 or 2.4 above(other than by reason of an alteration in Shares as referred to in paragraph 2.2 above) if it would resultin an effective increase in the Subscription Price and, in any event, no adjustment will be made if suchadjustment would (taken together with the amount of any adjustment carried forward under theprovisions of this paragraph 2.5) be less than 1 per cent. of the Subscription Price then in force andon any adjustment the adjusted Subscription Price will be rounded down to the nearest whole cent.Any adjustment not so made and any amount by which the Subscription Price is rounded down willbe carried forward and taken into account in any subsequent adjustment.

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2.6 Whenever the Subscription Price is adjusted as provided in accordance with paragraphs 2.2 to 2.4above (other than by reason of a consolidation of Shares as referred to in paragraph 2.2 above), theCompany shall issue, for no payment, additional Warrants to each Warrantholder at the same time assuch adjustment takes effect. The number of additional Warrants to which a Warrantholder will beentitled shall be the number of existing Warrants held by him multiplied by the fraction:

(A-B)/B where:

A = the Subscription Price which would have been payable if the Subscription Rights had beenexercisable and had been exercised immediately prior to the relevant adjustment pursuant toparagraphs 2.2 to 2.4 above; and

B = the Subscription Price as adjusted pursuant to paragraphs 2.2 to 2.4 above.

2.7 Fractions of Warrants will not be issued to Warrantholders but all such fractions will be aggregated and,if practicable and permitted under applicable law, sold in the market. The net proceeds will be paid tothe Warrantholders entitled thereto at the risk of such persons, save that amounts of less than US$5.00will be retained for the benefit of the Company. The Company will procure that appropriate instructionsare given to enable the adjustment to be made to the Warrantholder’s holding of Warrants in theRelevant Electronic System.

2.8 Whenever the Subscription Price is adjusted in accordance with this paragraph 2 by reason of analteration in Shares as referred to in paragraph 2.2 above, the number of Shares into which eachWarrantholder is entitled to convert such Shares will be reduced accordingly.

2.9 The Company shall give notice to Warrantholders within 28 days of any adjustment made pursuant toparagraphs 2.2 to 2.8 above.

2.10 If at any time an offer is made to all holders of Shares (or all holders of Shares other than the offerorand/or any company controlled by the offeror and/or persons acting in concert with the offeror) toacquire the whole or any part of the Shares of the Company and the Company becomes aware thatas a result of such offer the right to cast at least a majority of votes which may ordinarily be cast at ageneral meeting of the Shareholders (“control”) has or will become vested in the offeror and/or suchcompanies and/or persons as aforesaid, the Subscription Price payable on any subsequent exerciseof the Subscription Rights in accordance with paragraph 3.2 below (but not otherwise) shall be reducedby an amount determined by the Auditors with the following formula:

A = (B + C) – D

where:

A = the reduction in the Subscription Price;

B = the Subscription Price ruling immediately before the date on which the adjustment becomeseffective;

C = the average of the closing middle market quotations (as derived from the Relevant Exchange) forone Warrant for the 10 consecutive Dealing Days on the Dealing Day immediately preceding thedate of announcement of such offer (or, where such offer is a revised offer, the original offer) or, ifapplicable and earlier, the date of the first announcement of the intention to make such offer ororiginal offer or of the possibility of the same being made; and

D = the average of the closing middle market quotations (as derived from the Relevant Exchange) forone Share for the 10 consecutive Dealing Days ending on the Dealing Day immediately precedingthe date of the announcement of such offer (or, where such offer is a revised offer, the original offer)or, if applicable and earlier, the date of the first announcement of the intention to make such offeror original offer or of the possibility of the same being made;

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provided that:

(i) the Auditors, or such other person as the Board may in good faith select for the purpose, shallbe entitled to make such further adjustments to the Subscription Price payable on any subsequentexercise of Subscription Rights in accordance with paragraph 3.2 below as it shall report to beappropriate to take account of the market value of the Warrants having regard, inter alia, to thetime value of money;

(ii) the Subscription Price shall not be adjusted so as to cause the Company to be obliged to issueShares at a discount to their accounting par value and if the application of the above formulawould, in the absence of this sub-paragraph (ii), have reduced the Subscription Price to below thethen accounting par value per Share, the number of Shares to be subscribed on any subsequentexercise of Subscription Rights in accordance with paragraph 3.2 below (but not otherwise) shallbe adjusted in such manner as the Auditors shall report to be appropriate to achieve the sameeconomic result for the Warrantholders as if the Subscription Price had been adjusted withoutregard to this sub-paragraph (ii); and

(iii) no adjustment shall be made to the Subscription Price where the value of D exceeds theaggregate value of B and C in the above formula.

Any such adjustment shall be effective as of the date on which the Company becomes aware that, asa result of such offer, control of the Company has or will become vested in the offeror and/or suchcompanies and/or persons as aforesaid. The Company shall give notice to each Warrantholder withinseven days of any adjustment made pursuant to this paragraph.

2.11 If an order is made or an effective resolution for winding-up the Company (except for the purpose ofreconstruction, amalgamation or unitisation on terms approved by a resolution of the Warrantholders)is passed, the provisions of paragraph 2.10 above shall apply mutatis mutandis and any adjustmentmade pursuant to this paragraph shall become effective on the day immediately before the date ofsuch order or resolution. For the purposes of applying the formula set out in paragraph 2.10 above,C shall be the average of the closing middle market quotations as derived from the Relevant Exchangefor one Warrant for the 10 consecutive Dealing Days ending on the Dealing Day immediately precedingthe earliest of the following dates: (i) the date of an announcement by the Board of their intention toconvene an extraordinary general meeting for the purpose of passing a resolution to wind-up theCompany; (ii) the date of the notice of an extraordinary general meeting convened for the purpose ofpassing a resolution to wind-up the Company; (iii) the date of commencement of the winding-up of theCompany by the court; and (iv) the date of suspension by the Relevant Exchange of dealings in theWarrants prior to the making of any such announcement by the Board and D shall be the amount pershare as determined by the Auditors which each holder of Shares would be entitled to receive on suchwinding-up, on the assumption that all Warrants then unexercised had been exercised in full at therelevant Subscription Price (ignoring any adjustment under this paragraph 2.11) and the subscriptionmonies in respect thereof had been received in full by the Company and assuming that no Warrantwould be exercised if the unadjusted Subscription Price is lower than the amount which the relevantWarrantholder would be receiving as a holder of Shares on a winding-up of the Company.

2.12 Where an event which gives or may give rise to an adjustment to the full Subscription Price occurswhether in such proximity in time to another such event or otherwise in circumstances such that theBoard in its absolute discretion determines that the foregoing provisions should be operated subjectto some modification in order to give a result which is fair and reasonable in all the circumstances thensuch modification shall be made in the operation of the foregoing provisions as may be advised by theAuditors, or such other person as the Board may in good faith select for the purpose, to be appropriatein order to give such a result.

3. Other Provisions

3.1 So long as any Subscription Rights remain exercisable:

3.1.1 the Company shall not (except with the approval of a resolution of the Warrantholders) (i) makeany distribution other than out of distributable reserves, distributable profits, the share premiumaccount or otherwise in accordance with the Articles and Luxembourg law (a “permitted

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distribution”) provided always that a permitted distribution shall not include any reserve, profit,gain or accrual that is attributable to capital or is capital in nature (but so that nothing hereinshall prevent a capitalisation issue in the form of fully paid-up Shares), (ii) issue securities by wayof capitalisation of profits or reserves except fully paid-up Shares issued to the holders ofShares, pro rata, to their existing holdings or at the election of the holder of Shares instead ofcash in respect of all or part of a dividend or dividends, or (iii) on or by reference to a recorddate falling within the period of 30 Business Days ending on the Final Subscription Date makeany such issue as is referred to in paragraph 2.3 above or any such offer or invitation as isreferred to in paragraph 2.4 above (except by extending to Warrantholders, or procuring theextension to Warrantholders of, any such offer or invitation as may be made by a third party);

3.1.2 the Company shall not (except with the approval of a resolution of the Warrantholders) in anyway (a) modify the rights attached to the existing Shares as a class (but so that nothing hereinshall restrict the right of the Company to (i) reduce, increase or consolidate or sub-divide itsshare capital, or (ii) redeem Shares whether pursuant to a purchase or otherwise), or (b) createor issue any new class of equity share capital, except for shares which, as compared with therights attached to the existing Shares, carry rights which are not more advantageous as regardsvoting, dividend and/or return of capital (save as to that date from which such new shares shallrank for dividends or distributions). For the avoidance of doubt, nothing herein shall restrict theability of the Company to issue securities with rights as to voting, dividend and/or return ofcapital which are or may be more favourable than the rights attaching to the Shares providedthat (i) such securities carry rights of conversion into fully paid-up Shares calculated by meansof a formula based on (x) the Net Asset Value per Share prior to the relevant date of conversionand (y) the Net Asset Value attributable to the securities carrying the rights of conversion dividedby the number of such securities, and (ii) such securities shall convert into Shares within oneyear following the date of their issue;

3.1.3 the Company shall not issue any Shares credited as fully paid-up by way of capitalisation ofprofits or reserves nor make any such offer as is referred to in paragraph 2.4 above if, in eithercase, as a result the Company would on any subsequent exercise of Subscription Rights beobliged to issue Shares at a discount to the accounting par value per Share; or

3.1.4 the Company shall not (except with the approval of a resolution of the Warrantholders), exceptas authorised by the Warrant Instrument or the Articles, reduce its share capital or capitalredemption or any of its non-distributable reserve(s) except for a reduction not involvingpayment to Shareholders provided that the Company shall not be restricted by this paragraph3.1.4 from reducing its share capital and from cancelling or reducing any other non-distributablereserve(s) of the Company in connection with, or from making, any redemption of Shares atprices below the Net Asset Value per Share as envisaged by paragraph 3.7; or

3.1.5 the Company:

(A) shall keep available for issue sufficient authorised share capital to satisfy in full allSubscription Rights remaining exercisable without the need for passing any furtherresolutions of Shareholders;

(B) shall not make any issue of fully paid-up Shares by way of capitalisation of profits or reservesunless at the date of such issue the Board has the authority to grant the additionalSubscription Rights to which the Warrantholders would by virtue of paragraphs 2.2 and 2.3above be entitled in consequence of such capitalisation; and

(C) shall not make any such offer or invitation as is referred to in paragraph 2.4 above to theholders of Shares unless where such offer or invitation involves the issue of relevantsecurities the Board has the authority to issue any such securities to be issued to theWarrantholders, or to grant the additional Subscription Rights to which the Warrantholderswould by virtue of paragraph 2.6 above be entitled as a consequence of such offer orinvitation, in accordance with paragraph 2.4 or 2.6 above.

3.2 If at any time an offer or invitation is made by the Company to its Shareholders generally for theredemption by the Company of any of its Shares (whether by means of a purchase or otherwise, other

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than a purchase or redemption by way of on market share buy backs pursuant to a general or specificshare buy back authority granted by Shareholders (as renewed from time to time by Shareholders)),the Company shall simultaneously give notice thereof to the Warrantholders and each Warrantholdershall be entitled, at any time while such offer or invitation is open for acceptance, to exercise hisSubscription Rights on the terms on which the same could have been exercised if they had beenexercisable on the day immediately preceding the record date for such offer or invitation and so as totake effect as if they had exercised their rights immediately prior to the record date of such offer orinvitation.

3.3 Subject to paragraph 3.4 below, if at any time an offer is made to all Shareholders (or all suchShareholders other than the offeror and/or any company controlled by the offeror and/or persons actingin concert with the offeror) to acquire the whole or any part of the issued Shares of the Company andthe Company becomes aware that as a result of such offer the right to cast at least a majority of thevotes which may ordinarily be cast at a general meeting of Shareholders has or will become vested inthe offeror and/or such companies and/or such persons as aforesaid, the Company shall give noticeto the Warrantholders of such vesting within 14 days of its becoming so aware and each Warrantholdershall be entitled, at any time within the period of 30 days immediately following the date of such notice,to exercise their Subscription Rights on the terms (subject to any adjustments pursuant to paragraph2) on which the same could have been exercised as if the day on which the Company shall becomeaware as aforesaid had been a Subscription Date.

3.4 If any offer as is referred to in paragraph 3.3 above shall be made where the consideration shall consistsolely of the issue of ordinary shares of the offeror and the offeror shall make available to Warrantholdersan offer of warrants to subscribe for ordinary shares in the offeror in exchange for the Warrants whichthe financial advisers to the Company shall consider in their opinion (acting as experts and not asarbitrators) to be fair and reasonable (having regard to the terms of the offer and any othercircumstances which may appear to the financial advisers to the Company to be relevant), then anyDirector shall be authorised as attorney for the Warrantholders to (i) execute a transfer thereof in favourof the offeror in consideration of the issue of warrants to subscribe for ordinary shares in the offeror asaforesaid whereupon all the Warrants shall lapse, and (ii) do all such acts and things as may benecessary or appropriate in connection therewith, subject in the case of both (i) and (ii) aforesaid to suchoffer becoming or being declared unconditional in all respects and the offeror being in a position tocompulsorily acquire the whole of the issued Shares.

3.5 If an order is made or an effective resolution is passed for winding-up the Company (except for thepurposes of reconstruction, amalgamation or unitisation on terms approved by a resolution of theWarrantholders), each Warrantholder shall (if in such winding-up and on the basis that all SubscriptionRights then unexercised had been exercised in full and the Subscription Price in respect thereof beenreceived in full by the Company, there would be a surplus available for distribution amongst the holdersof the Shares, including for this purpose the Shares which would arise on exercise of the SubscriptionRights which would on such basis exceed in respect of each Share a sum equal to such SubscriptionPrice) be treated as if immediately before the date of such order or resolution (as the case may be) theirSubscription Rights had been exercisable and had been exercised in full but at the reducedSubscription Price (if applicable) determined in accordance with paragraph 2.11 above and shallaccordingly be entitled to receive out of the assets available for distribution in the liquidation pari passuwith the Shareholders such a sum as they would have received had they been the holder of the Sharesto which they would have become entitled by virtue of subscription on such terms after deducting asum per Share equal to such Subscription Price. Subject to the foregoing, all Subscription Rights shalllapse on the liquidation of the Company.

3.6 The Company shall not change its accounting reference date except to a date falling within seven daysbefore or after its then current accounting reference date without giving to the Warrantholders not lessthan 14 days’ notice thereof.

3.7 Notwithstanding paragraphs 3.1 to 3.6 above, the Company may, without the approval of any resolutionof Warrantholders:

3.7.1 purchase or redeem any of its own Shares (whether by tender, by private treaty or through themarket) provided always that the price must be no greater than the NAV per Share;

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3.7.2 hold any of its own shares in treasury;

3.7.3 effect a reduction of its share capital or any non-distributable reserve(s) unless prohibited byparagraph 3.1.4 above.

3.8 Notwithstanding paragraphs 3.1 to 3.7 above:

3.8.1 A Qualifying C Share Issue (as defined in 3.8.2 below) shall not constitute an alteration orabrogation of the rights attached to the Warrants (and shall not require the approval of aresolution of the Warrantholders) even though it may involve modification of the rights attachedto the existing Shares or the creation or issue of a new class of shares if the Board is of theopinion (having regard to all the circumstances) that such issue should not have any materialdilutive effect on the Net Asset Value per Share.

3.8.2 For this purpose, a “Qualifying C Share Issue” means an issue by the Company of shares whichwill be converted into Shares ranking pari passu in all respects with the Shares then in issue(other than, if the case requires, as regards dividends or other distributions declared, paid ormade in respect of the financial year in which the conversion takes place) and may include theissue in connection therewith of warrants (whether on the same terms and conditions as theWarrants or otherwise) and any matters reasonably incidental to the process by which suchshares are converted into Shares, including but not limited to the creation, issue, sub-division,consolidation, redesignation, purchase, redemption or cancellation of shares.

4. Modification of Rights

All or any of the rights for the time being attached to the Warrants may from time to time (whether or not theCompany is being wound-up) be compromised, altered or abrogated with the approval of a resolution of theWarrantholders. Modifications to the rights of the Warrants which are of a minor nature, or made to correcta manifest error, and which in the reasonable opinion of the Board do not adversely affect the interests ofthe Warrantholders shall be deemed not to be an alteration or abrogation of the rights attached to theWarrants and may be effected (without the approval of a resolution of the Warrantholders) by an amendmentinstrument to the Warrant Instrument executed by the Company and expressed to be supplemental to theWarrant Instrument and notice of each such modification made pursuant thereto shall be given by theCompany to the Warrantholders as soon as practicable.

5. Transfer and Transmission

5.1 Each Warrant will be in registered form and, in the case of Uncertificated Warrants, may be transferredby means of a Relevant Electronic System or, in the case of other Warrants, will be transferable inwhole or in part by instrument of transfer in any usual or common form or in any other form which maybe approved by the Board. No transfer of a right to subscribe for a fraction of a Share may be effected.Subject as provided in paragraph 8 below and the restrictions set out in this paragraph 5, the provisionsof the Articles for the time being of the Company relating to the registration, transfer and transmissionof Shares and the issue of certificates shall apply mutatis mutandis to the Warrants, and anyWarrantholder may transfer all or any of his Warrants in any form which the Company may accept.

5.2 No transfer of any Warrant to any person will be registered without the consent of the Company if itwould: (i) give rise to an obligation on the Company to register as an “investment company” under theUS Investment Company Act or any similar legislation; (ii) give rise to an obligation on the Company toregister under the US Securities Exchange Act or any similar legislation; (iii) result in the Company notbeing considered a “foreign private issuer” as that term is defined by Rule 3b-4(c) promulgated underthe US Securities Exchange Act; or (iv) in the opinion of the Company cause the assets of the Companyto be considered “plan assets” within the meaning of the plan asset regulations 29 C.F.R. §2510.3-101,as modified by Section 3(42) of ERISA (each such person, a “Prohibited Person”), subject always tothe facilities and requirements of the Relevant Electronic System. In the event that any Warrantholderbecomes, or holds Warrants on behalf of, a Prohibited Person such Warrantholder shall notify theCompany and the Registrars immediately. In addition, the Warrants may not be offered, sold, pledgedor otherwise transferred (nor may the holder otherwise hedge its exposure with respect to the Warrants)except (1) pursuant to registration under the US Securities Act (which is not expected), (2) in compliance

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with Rule 903 or Rule 904, as applicable, of Regulation S of the US Securities Act or (3) pursuant toanother available exemption from the registration requirements of the US Securities Act.

5.3 If it shall come to the notice of the Company:

5.3.1 that a Prohibited Person holds or is a beneficial owner of Warrants;

5.3.2 that any Warrants are held or beneficially owned in a manner that would, in the reasonablediscretion of the Board, prevent the Company from relying on an exemption from the obligationto register as an “investment company” under the US Investment Company Act; or

5.3.3 that the holding or beneficial ownership of any Warrants (whether on its own or in conjunctionwith any other Warrants) would, in the opinion of the Board, cause the assets of the Companyto be considered “plan assets” within the meaning of the plan asset regulations 29 C.F.R.§2510.3-101, as modified by Section 3(42) of ERISA.

then any Warrants which the Company decides are Warrants which are held or beneficially owned bya Prohibited Person or are held or beneficially owned as referred to in paragraphs 5.3.2 and 5.3.3above (such Warrants together the “Prohibited Warrants”) must be dealt with in accordance withparagraph 5.4 below. The Company may at any time give notice in writing to any Warrantholderrequiring him to make a declaration, or to provide information that is relevant to the determination, asto whether or not the Warrant is a Prohibited Warrant.

5.4 The Company shall give written notice to a Warrantholder which appears to the Company to be aholder of Prohibited Warrants requiring him within twenty-one (21) days (or such extended time as theCompany considers reasonable) to transfer (and/or procure the disposal of interests in) such Warrantsto another person (such person not being a US person) so that it/they will cease to be ProhibitedWarrants. If the notice is not complied with within twenty-one (21) days (or such extended time as theCompany considers reasonable) to the satisfaction of the Company, the Company shall arrange for thesale of the relevant Warrants at the best price reasonably obtainable to any other person (such personnot being a US person) so that such Warrants will cease to be Prohibited Warrants. To give effect toany sale of Warrants pursuant to this paragraph 5.4, any Director shall be authorised as attorney forthe relevant Warrantholder to execute the transfer. The purchaser will not be bound to see to theapplication of the purchase monies nor will his title to the Warrants be affected by an irregularity orinvalidity in the proceedings relating to the sale. The net proceeds of sale will belong to the Companyand, upon their receipt, the Company will become indebted to the former holder of, or person entitledby transmission to, the Warrants in question for an amount equal to the net proceeds. No interest willbe payable in respect of it and the Company will not be required to account for any moneys earnedfrom the net proceeds of the sale of the relevant Warrants, which may be employed in the business ofthe Company or as it thinks fit. Payment of any amount due to the former holder of, or person entitledby transmission to, the Warrants in question shall be subject to any requisite exchange control consentsfirst having been obtained and the satisfactory completion by the Company or its authorised agent ofany relevant anti-money laundering due diligence and the amount due to such person will be depositedby the Company in a bank for payment to such person upon such consent being obtained againstsurrender of the certificate or certificates representing the relevant Warrants previously held by suchperson. Upon deposit of such amount as aforesaid, such person shall have no further interest in suchrelevant Warrants or any of them or any claim against the Company in respect thereof except the rightto receive such amount so deposited (without interest) upon such consents as aforesaid beingobtained.

5.5 The Company may at any time impose, in its discretion, such requirements, conditions, restrictions,limitation or prohibition (together “restrictions”) for the purpose of complying with (or avoiding anyrequirement which would otherwise arise to comply with) the securities laws of the United States ofAmerica (including, without limitation, the US Securities Act, the US Investment Company Act and anyrules or regulations promulgated under such Acts) and any transfer will only be effective to the extentthat it conforms to such restrictions.

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6. Purchase of Warrants

The Company and its subsidiaries shall have the right to purchase Warrants in the market or at any price bytender (available to all Warrantholders alike) or by private treaty or otherwise at a price not exceeding themaximum which is permissible owing to the Warrants being listed on the Official List or such other price asmay from time to time be permitted by rules of the Relevant Exchange. All Warrants so purchased shallforthwith be cancelled and shall not be available for reissue or resale.

7. General

7.1 The Company will make available on its website and, at the request of a Warrantholder, will send to eachWarrantholder (or, in the case of joint holders, to the first named of them) a copy of the publishedannual management report and accounts (the “Accounts”) and (if applicable) a summary of the annualmanagement report and accounts of the Company, together with all documents required by law to beannexed thereto, and copies of statements, notices, circulars and other documents issued by theCompany to its Shareholders. The Accounts include information about the past performance of theShares and the Net Asset Value. The Company will also make available on its website information onthe further performance of the Shares by quarterly publishing the Net Asset Value per Share.

7.2 For the purposes of these terms and conditions, “resolution of the Warrantholders” means aresolution proposed at a separate meeting of the Warrantholders duly convened and held and passedby a majority consisting of not less than three-fourths of the votes cast. All the provisions of the Articlesfor the time being of the Company as to convening and holding of general meetings of Shareholders,untraced members and transfer and transmission of Shares shall mutatis mutandis apply as though theWarrants were a class of shares forming part of the share capital of the Company but so that thenecessary quorum shall be Warrantholders present in person or by proxy entitled to subscribe for one-third in nominal amount of the Shares attributable to such outstanding Warrants, every Warrantholderpresent in person or by proxy at any such meeting shall be entitled to one vote for each Share forwhich they are entitled to subscribe.

7.3 If the Final Subscription Date would, but for the provisions of this paragraph 7.3, fall on a day which isnot a Business Day, the Final Subscription Date shall be the next following Business Day.

7.4 Any determination or adjustment to be made pursuant to this Part 3 (Terms and Conditions of theWarrants) by the Auditors shall be made by them as experts and not as arbitrators and any suchdetermination or adjustment made by them shall be final and binding on the Company and eachWarrantholder.

7.5 Any reference to a provision of the Regulations (as that term is defined in paragraph 8.4.1 below) orthe Company Act shall include that provision as from time to time modified or re-enacted.

7.6 For the purposes of this Part 3 (Terms and Conditions of the Warrants):

7.6.1 “Dealing Day” means a day on which dealings take place on the Relevant Exchange;

7.6.2 “Relevant Exchange” means the stock exchange, stock market or other recognised exchange(including for the avoidance of doubt, where reference is made to the rules of the RelevantExchange, the London Stock Exchange) on which the Warrants are listed and/or traded; and

7.6.3 all references to time are to time in London.

7.7 The Warrants shall be governed by, and construed in accordance with, English law.

8. Uncertificated Securities Regulations

8.1 Nothing herein shall impose any obligation on the Company to procure that the Warrants are capableof being held in uncertificated form. However, if at any time there are Uncertificated Warrants or anapplication has been made by the Company and not withdrawn for Warrants to be held in uncertificatedform to the operator of a Relevant Electronic System, then no provision of these Conditions (or any termof issue of the Warrants, including any provision of the Articles deemed to apply to the Warrants byvirtue of paragraph 5 or 7.2 above) shall apply or have effect to the extent that it is in any respect

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inconsistent with (i) the holding of the Warrants in uncertificated form, (ii) the transfer of title to theWarrants by means of a Relevant Electronic System, or (iii) the Regulations.

8.2 Subject to the generality of paragraph 8.1 above, and notwithstanding any provision of the Articlesdeemed to apply to the Warrants by virtue of paragraph 5 or 7.2 above, the register of Warrantholdersshall be maintained at all times in Luxembourg, the Warrants may be changed from uncertificated tocertificated form and from certificated to uncertificated form, in accordance with and subject asprovided in the Regulations, and, for the avoidance of doubt, reference to a Warrantholder refers to aholder of the Warrants in either certificated or uncertificated form.

8.3 Notwithstanding paragraph 8.4 below, and for the avoidance of doubt, the Conditions and SubscriptionRights applicable to the Uncertificated Warrants from time to time shall remain so applicablenotwithstanding that they are not endorsed on any Warrant certificate, and the Company shall, on therequest of any holder of Uncertificated Warrants, provide that holder with a schedule of the conditionsand Subscription Rights attaching to the Warrants (the “Schedule of Conditions”) but so that jointholders of such Warrants shall be entitled to receive one copy only of the Schedule of Conditions inrespect of the Warrants held by them, which copy shall be delivered to that one of the joint holderswhose name stands first in the register of Warrantholders in respect of that holding.

8.4 In this Part 3 (Terms and Conditions of the Warrants):

8.4.1 unless the context otherwise requires, words or expressions defined in the UncertificatedSecurities Regulations 2001 (SI 2001/3755) (the “Regulations”) bear the same meanings asin the Regulations;

8.4.2 a reference to Shares or Warrants being in “uncertificated form” means Shares or Warrantsthe title to which is recorded in the relevant register as being held in such form and which byvirtue of the Regulations may be transferred by means of a Relevant Electronic System;

8.4.3 whether any Warrant is in certificated form or uncertificated form on any date shall bedetermined by reference to the register of Warrantholders as at the close of business on therelevant date or such other time as the Board may (subject to the facilities and requirements ofthe Relevant Electronic System concerned) in their absolute discretion determine; and

8.4.4 “Uncertificated Warrant” means any Warrant which, as at the relevant date concerned, is heldin uncertificated form.

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DEFINITIONS

The following definitions apply throughout this document and the accompanying Form of Proxy and Formof Direction unless the context requires otherwise.

“Admission” the admission of the Warrants (i) to a standard listing on the OfficialList and (ii) to trading on the London Stock Exchange’s market forlisted securities becoming effective in accordance with the ListingRules and the Admission and Disclosure Standards

“Admission and Disclosure the admission and disclosure standards of the London Stock Standards” Exchange for securities admitted or seeking to be admitted to

trading, as amended from time to time

“Articles” or “Articles of the Company’s articles of incorporation, as amended from time Incorporation” to time

“Board” or “the Directors” the board of directors of the Company or a duly constitutedcommittee thereof and Director means any one of them

“Bonus Issue” the issue to Qualifying Shareholders of Warrants on the basis of1 Warrant for every 5 Existing Shares held on the Record Date

“Bonus Issue Resolution” resolution 1 to be proposed at the Extraordinary General Meetingapproving the adoption of the Revised Articles and authorising theBoard to issue Shares upon the exercise of Subscription Rightsattached to the Warrants

“Business Day” any day on which banks are open for business in London andLuxembourg (excluding Saturdays and Sundays)

“Cancellation Resolution” resolution 2 to be proposed at the Extraordinary General Meetingapproving the cancellation of Shares held in treasury

“Circular” this document

“Company” The World Trust Fund

“Company Act” the Luxembourg act of 10 August 1915 on commercial companies,as amended

“CREST” the system for the paperless settlement of trades in securities andthe holding of uncertificated securities operated by Euroclear inaccordance with the Uncertificated Securities Regulations 2001

“CSSF” Commission de Surveillance du Secteur Financier, Luxembourg

“Depository” Capita IRG Trustees Limited

“Depository Interests” or “DIs” the uncertificated depository interests issued by the Depository inrespect of and representing on a one-for-one basis existing securitiesand securities to be issued from time to time by the Company

“Depository Interest Holders” or holders of Depository Interests“DI Holders”

“EEA” the European Economic Area

“ERISA” the US Employee Retirement Income Security Act of 1974, asamended

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“Euroclear” Euroclear UK & Ireland Limited, being the operator of CREST

“Excluded Overseas Shareholders” the Overseas Shareholders excluded from the Bonus Issue ofWarrants

“Excluded Territory” the United States of America, Canada, Australia, Japan and SouthAfrica and any other jurisdiction where the extension or availability ofthe Bonus Issue would breach any applicable law

“Existing Articles” the existing Articles of Incorporation as at the date of this document

“Existing Shares” the Shares in issue as at the Record Date

“Extraordinary General Meeting” or the extraordinary general meeting of the Company convened for “EGM” 10.00 a.m. on 31 August 2011, notice of which is set out at the end

of this document, or any adjournment thereof

“Form of Direction” the form of direction for use by Depository Interest Holders inconnection with the EGM

“Form of Proxy” the form of proxy for use by Shareholders in connection with theEGM

“Listing Rules” the listing rules issued by the UK Listing Authority

“London Stock Exchange” London Stock Exchange plc

“Luxembourg” the Grand Duchy of Luxembourg

“NAV” net asset value as calculated in accordance with the Company’saccounting policies and the Articles or the value of the assets perShare, as the context requires

“Notice of Extraordinary the notice convening the EGM set out at the end of this General Meeting” document

“Notice of Subscription” the notice of subscription for Shares referred to in paragraph 1.5.1of Part 3 of this Circular

“Official List” the Official List maintained by the UK Listing Authority

“Overseas Shareholders” Shareholders who are resident in territories outside of the UnitedKingdom or Luxembourg or a custodian, nominee or trustee for acitizen, national or resident of a jurisdiction outside the UnitedKingdom or Luxembourg

“Proposals” the proposals described in the announcement released by theCompany on 23 May 2011 and as further described in this Circular

“Prospectus” the prospectus published by the Company dated 10 August 2011

“Qualifying Shareholders” Shareholders whose names are entered on the Register at theRecord Date

“Reconvened EGM” the reconvened extraordinary general meeting of the Company tobe held on 10 October 2011 should the required quorum not beobtained for the EGM

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“Record Date” the date on which Qualifying Shareholders’ entitlements to theBonus Issue will be assessed against the Register, expected to be5.00 p.m. on 31 August 2011 (or 5.00 p.m. on 10 October in theevent of a Reconvened EGM)

“Register” the register of members of the Company

“Registrars” State Street Bank Luxembourg S.A.

“Resolutions” the Bonus Issue Resolution and the Cancellation Resolution

“Revised Articles” the proposed restated Articles upon which Shareholders will beasked to vote at the occasion of the Extraordinary General Meetingor the Reconvened EGM (if any)

“Shareholders” holders of Shares and, where the context so requires, holders ofDepository Interests

“Shares” shares in the capital of the Company of nominal value US$0.20 eachand, where the context so requires, Depository Interests representingShares

“Subscription Date” the meaning given to it in paragraph 1.2 of Part 3 of this Circular

“Subscription Price” the meaning given to it in paragraph 1.3 of Part 3 of this Circular

“Subscription Right” the meaning given to it in paragraph 1.1 of Part 3 of this Circular

“UK Listing Authority” the Financial Services Authority acting in its capacity as thecompetent authority for the purposes of admissions to theOfficial List

“US” or “United States” the United States of America, its territories and possessions, anystate of the United States and the District of Columbia

“US Investment Company Act” the United States Investment Company Act of 1940, as amended

“US Person” as defined in Regulation S of the US Securities Act of 1933, asamended

“US Securities Act” the United States Securities Act of 1933, as amended

“Warrant Instrument” the warrant instrument dated 10 August 2011 constituting theWarrants

“Warrants” the warrants issued by the Company on the terms set out in Part 3of this Circular and, where the context so requires, DepositoryInterests representing Warrants

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NOTICE OF EXTRAORDINARY GENERAL MEETING

You are hereby invited to an extraordinary general meeting of Shareholders of the Company to be held atthe registered office of the Company, 49, avenue J.F. Kennedy, L-1855 Luxembourg on 31 August 2011 at11.00 a.m. (Luxembourg time) with the following agenda:

AGENDA

RESOLUTION 1

THAT:

(1) the Articles of Incorporation be amended (the amendments being summarised in Part 2 of the Circularto Shareholders dated 10 August 2011 of which this Notice forms part) and restated in their entiretyin the form submitted to the Meeting, such amendments to include a change to the Company'scorporate object such that Article 3 shall henceforth read as follows:

“The exclusive object of the Corporation is to place the funds available to it in securities of anykind and other assets with the purpose of spreading investment risks and affording itsshareholders the results of the management of its portfolio. The Corporation may take anymeasures and carry out any operation which it may deem useful in the accomplishment anddevelopment of its purpose to the full extent permitted by part II of the law of 17 December 2010regarding collective investment undertakings.”; and

(2) the Board be authorised to increase the share capital of the Company by the issue of new Sharesupon the exercise of Subscription Rights attached to Warrants, up to the total amount of the authorisedcapital of thirty million United States Dollars (US$30,000,000) to be represented by one hundred fiftymillion (150,000,000) Shares of a nominal value of twenty United States cents (US$0.20) for a periodstarting on the date of the passing of this resolution and ending on 30 April 2014; and THAT the Boardbe authorised to issue such Shares on the basis that the preferential subscription rights attached toShares are suppressed for a period ending on 30 April 2014.

RESOLUTION 2

THAT the Company’s share capital be reduced by cancelling all of the Shares (being six million one hundredand seventy-nine thousand two hundred and eighty seven (6,179,287) shares held by the Company intreasury and that paragraph 1 in Article 5 of the Company's articles of incorporation (as restated) be alteredaccordingly to reflect the reduction of share capital to the following:

“The Corporation has an issued capital of ten million eight hundred seven thousand six hundredtwelve United States Dollars and sixty cents (US$10,807,612.60) consisting of fifty four millionthirty eight thousand sixty three (54,038,063) shares of a nominal value of twenty United Statescents (U.S. $0.20) each.”

Proxies for the Extraordinary General Meeting of the Company:

Shareholders may vote in person or by proxy.

Shareholders who are not able to attend the Extraordinary General Meeting are kindly requested to executethe enclosed Form of Proxy and return it in accordance with the instructions set out at the end of the Formof Proxy. To be valid, proxies must be received before 11.00 a.m. (Luxembourg time) on 29 August 2011 atthe relevant addresses listed in note 3 of the Form of Proxy below.

The Form of Proxy shall remain valid for the Reconvened EGM if the quorum for the Resolution required byLuxembourg law is not reached at the Extraordinary General Meeting. Shareholders who wish to vote at suchReconvened EGM and who have not previously submitted a Form of Proxy may submit a Form of Proxybefore 11.00 a.m. (Luxembourg time) on 6 October 2011 at the relevant addresses listed in note 3 of theForm of Proxy below.

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Forms of Direction for completion by Depository Interest Holders for the Extraordinary General

Meeting of the Company:

A Form of Direction must be completed by Depository Interest Holders in order to instruct Capita IRGTrustees Limited, the Depository, to vote on the holder’s behalf at the meeting or by proxy and if the meetingis adjourned, at the adjourned meeting. The Depository will appoint the Chairman of the meeting in respectof the votes cast by Depository Interest Holders.

To be effective, a completed and signed Form of Direction (and any power of attorney or other authority underwhich it is signed) must be delivered to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, KentBR3 4TU by no later than 72 hours before the time fixed for the meeting or any adjourned meeting.

Depository Interest Holders wanting to appoint a corporate representative to attend the meeting shouldwrite to Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TUrequesting a letter of corporate representation to be issued. Requests for the issue of a letter of corporaterepresentation must be received by the Depository no later than 72 hours before the time fixed for themeeting or any adjourned meeting.

Investors can obtain a copy of the marked up Revised Articles of the Company (showing the proposedamendments to the current version) free of charge from the registered office of the Company. In addition,the Revised Articles will be on display at the offices of Stephenson Harwood, 1 Finsbury Circus, LondonEC2M 7SH from the date of this document until the end of the Extraordinary General Meeting and at theExtraordinary General Meeting itself for the duration of the meeting and for at least 15 minutes prior to themeeting.

If you have any queries concerning this Notice of Extraordinary General Meeting, please contact Mr. SilvanoDel Rosso on +352/46.40.10-1.

Yours faithfully,

By order of the Board of Directors

Philip R. McLoughlin

Chairman of the Board of Directors of the Company

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Perivan Financial Print 222445