EXHIBIT 10.6
CONFORMED COPY DATED 21 JUNE 2002
CHRISTOPHER DAVID MAY
AND
WELLINGTON RE SERVICES LIMITED
---------------------------------------------------------------------------
SERVICE AGREEMENT
---------------------------------------------------------------------------
CONTENTS
CLAUSE PAGE
1. Interpretation........................................................1
2. Appointment...........................................................2
3. Term..................................................................2
4. Duties................................................................2
5. Remuneration And Commission...........................................4
6. Pension And Insurance Benefits........................................5
7. Expenses..............................................................5
8. Holidays And Holiday Pay..............................................5
9. Sickness Or Incapacity................................................5
10. Confidential Information..............................................6
11. Copyright And Designs.................................................6
12. Gratuities And Codes Of Conduct.......................................7
13. Restrictive Covenants.................................................7
14. Termination By Reconstruction Or Amalgamation.........................8
15. Termination Of Directorship...........................................8
16. Termination Of Employment On The Happening Of Certain Events..........9
17. Obligations Upon Termination Of Employment............................9
18. Effect Of Termination Of This Agreement..............................10
19. Other Terms And Conditions...........................................10
20. Notices..............................................................11
21. Previous And Other Agreements........................................11
22. Applicable Law.......................................................11
SERVICE AGREEMENT
DATE: 21 JUNE 2002
PARTIES:
(1) CHRISTOPHER DAVID MAY of 44 Inchmery Road, Catford, London SE6 2NE (the
"Executive"); and
(2) WELLINGTON RE SERVICES LIMITED incorporated in England and Wales
(Registered Number 4270446) whose registered office is at 88 Leadenhall
Street, London EC3A 3BA (the "Company").
OPERATIVE TERMS:
1. INTERPRETATION
1.1 In this Agreement:
"Associated Company" means any body corporate which from
time to time is:
(a) a parent undertaking of the
Company; or
(b) any subsidiary undertaking of
any such parent undertaking of
the Company; or
(c) a company over which the
Company has control within the
meaning of section 840 of the
Income and Corporation Taxes
Act 1988; or
(d) any company whose equity share
capital is owned as to 20 per
cent or more but not more than
50 per cent by the Company.
"Board" means the board of directors of the
Company from time to time;
"Group" means the Company and its Associated
Companies (and "Group Company" means
any one of them);
"Individual Registration Byelaw" means the Lloyd's Individual
Registration Byelaw (No. 13 of
1996);
"Lloyd's" means the Society and Corporation of
Lloyd's created and governed by the
Lloyd's Acts 1871 and 1982;
-1-
1.2 In this Agreement references to any statutory provision (including the
byelaws, regulations and mandatory directions and requirements of
Lloyd's from time to time) shall include such provision as from time to
time amended, whether before on or (in the case of re-enactment or
consolidation only) after the date hereof, and shall be deemed to
include provision of earlier legislation (as from time to time amended)
which have been re-enacted (with or without modification) or replaced
(directly or indirectly) by such provision and shall further include all
statutory instruments or orders from time to time made pursuant thereto.
1.3 Words and phrases defined in the Companies Act 1985 (excluding its
schedules) as amended by the Companies Act 1989 or in the Lloyd's Acts
1871 to 1982 or any byelaws, regulations, mandatory directions or
requirements of Lloyd's shall have the same meanings in this Agreement
unless they are otherwise defined in this Agreement or unless the
context or subject-matter otherwise requires.
2. APPOINTMENT
The Company shall employ the Executive with effect from immediately
after the Effective Time (as defined in a Framework Agreement of even
date herewith between the Company, Wellington Underwriting Services
Limited ("WUSL") and others) and the Executive shall serve the Group as
Manager or in such other capacity of an equivalent status as the Company
may reasonably require.
3. TERM
3.1 The Executive may terminate his employment by giving not less than
twelve months' written notice to the Company, such notice to expire at
any time.
3.2 The Company may terminate the Executive's employment by giving not less
than twelve months' written notice to the Executive, such notice to
expire at any time. The Company reserves the right to terminate the
Executive's employment by payment in lieu of notice.
3.3 Notwithstanding the provisions of clauses 3.1 and 3.2 the Executive's
employment shall terminate automatically when the Executive reaches the
age of 65 years.
4. DUTIES
4.1 During his employment hereunder the Executive shall:
(a) perform the duties and exercise the powers and functions which
from time to time may reasonably be assigned to or vested in him
by the Board in relation to the Company and any Associated
Company to the extent consistent with his job title set out in
clause 2 (without being entitled to any additional remuneration
in respect of such duties for any Associated Company);
(b) devote the whole of his working time, attention and ability to
his duties in relation to the Company and any Associated Company
at such place or places as the Board shall determine. The
Executive shall work at the Group's premises at 88 Leadenhall
Street, London EC3A 3BA, or such other place as the Company and
the Executive shall agree, provided that the Executive shall not
be required
-2-
(except for visits in the ordinary course of his duties) to go
to or reside in parts of the world other than the United
Kingdom;
(c) comply with all reasonable requests, instructions and
regulations given or made by the Board (or by any one authorised
by it) and promptly provide such explanations, information and
assistance as to the performance of his duties assigned to him
under this Agreement as the Board may reasonably require;
(d) faithfully and loyally serve the Company to the best of his
ability and use his utmost endeavours to promote its interests
in all respects;
(e) not engage in any activities which would detract from the proper
performance of his duties hereunder, nor without the prior
written consent of the Board in any capacity including as
director, shareholder, principal, consultation, agent, partner
or employee of any other company, firm or person (save as the
holder for investment of securities which do not exceed three
per cent (3%) in nominal value of the share capital or stock of
any class of any company quoted on a recognised stock exchange)
engage or be concerned or interested directly or indirectly in
any other trade, business or occupation whatsoever;
(f) not (and shall use every reasonable endeavour to procure that
his wife, infant children and persons connected with him within
the meaning of section 346 of the Companies Act 1985 shall not)
deal or become or cease to be interested (within the meaning
contained in Part I of Schedule 13 to the Companies Act 1985) in
any securities of the Company or any Associated Company except
in accordance with the Company's Code of Practice in force from
time to time in relation to such transactions and/or the Model
Code for Securities for Transactions by Directors of Listed
Companies issued by The Stock Exchange with which Codes the
Executive shall comply and copies of which are obtainable from
the Company Secretary;
(g) comply at all times with the Lloyd's Model Code for Dealings in
Securities in force from time to time a copy of which is
obtainable from the Board;
(h) not contravene the provisions of Part V (Insider Dealing) of the
Criminal Justice Act 1993;
(i) if registration under the Individual Registration Byelaw is
necessary to enable the Executive to perform the duties assigned
to him under this Agreement, not do anything to prejudice such
registration and shall do all things which may be required from
time to time to comply with, and to maintain in full force and
effect his registration under the Individual Registration
Byelaw;
(j) at such times as the Board may reasonably request and at the
expense of the Company undergo a medical examination by a doctor
of the Company's choice.
4.2 The Company shall, or shall procure that an Associated Company shall,
sponsor the Executive for registration under the Individual Registration
Byelaw if such registration is necessary to enable the Executive to
perform the duties assigned to him under this
-3-
Agreement, and comply with its obligations under the Individual
Registration Byelaw as they relate to the Executive.
4.3 Notwithstanding the provisions of clause 4.1, during any period of
notice given by the Executive pursuant to clause 3.1 or during any
period not exceeding twelve months from the date of notice being given
by the Company pursuant to clause 3.2 the Company shall be under no
obligation to assign to or vest in the Executive any powers, duties or
functions or to provide any work for the Executive and may at any time
exclude the Executive from any premises of the Company. During any such
period of exclusion the Company shall have the right to require the
Executive not to speak to or otherwise communicate with any director or
employee of the Company or any Associated Company or any person, firm or
company, who at the date of such exclusion is a client or customer of
the Company or any Associated Company, about any matter or thing
relating to the business or affairs or finances of the Company or any
Associated Company or of any such client or customer of the Company or
any Associated Company.
4.4 The Executive shall be entitled to receive the full salary and benefits
due under this Agreement for the period of any such exclusion as is
mentioned in clause 4.3.
5. REMUNERATION AND COMMISSION
5.1 The Executive shall be paid by way of remuneration for his services
during his employment hereunder a salary at the rate (the "Salary Rate")
of (pounds sterling)180,000 per annum, which shall be inclusive of any
fees to which the Executive may be entitled as a director of the Company
or of any Associated Company.
5.2 The Board may at its discretion at any time or times resolve that the
Salary Rate is to be increased as from a date determined by the Board
and if it should do so and should enter into any memorandum or agreement
in writing with the Executive recording such increase or should notify
the Executive in writing of such increase, then for the purposes of this
Agreement the Salary Rate shall be deemed to be increased from such date
accordingly and the Executive shall be entitled as of right to salary at
the increased rate during his employment with the Company hereunder
after such date; but nothing in this Agreement shall impose any
obligation on the Company or the Board to make any such increase.
5.3 The Executive shall be eligible for a bonus of such amounts (if any) at
such times and subject to such conditions as the Compensation Committee
of the Board may in its absolute discretion decide.
5.4 The Company shall review the Salary Rate at least once in each calendar
year, the first such review to be on and with effect from 1 January in
that year.
5.5 The Executive's salary will be payable by equal monthly instalments;
each monthly instalment will be in respect of a calendar month and will
be paid on or before the last day of such calendar month. Where the
employment has begun or ended in a calendar month, salary in respect of
that month will be the proportion of a normal month's instalment which
the days of employment in that month bear to the total days in the
month.
-4-
5.6 For the purposes of Part II of the Employment Rights Act 1996 the
Executive hereby consents to the deduction of any sums owing by him to
the Company at any time from his salary or any other payment due from
the Company to the Executive and the Executive hereby also agrees to
make any payment to the Company of any sums owed by him to the Company
upon demand by the Company at any time.
6. PENSION AND INSURANCE BENEFITS
6.1 The Executive shall be eligible to become a member of such pension
scheme as the Board may establish in due course (the "Scheme"). The
Executive's membership of such Scheme shall be subject to the provisions
thereof as may be amended from time to time.
6.2 The Company shall provide the Executive with medical insurance,
permanent health insurance, personal accident insurance and life
assurance (subject to the relevant insurers' terms and conditions). The
Board shall have the right to change the arrangements for the provision
of such benefits as it sees fit or if in the reasonable opinion of the
Board the Company is unable to secure any such insurance under the rules
of any applicable scheme or otherwise at reasonable rates to cease to
provide any or all of the insurances.
7. EXPENSES
The Company shall reimburse to the Executive all travelling hotel
entertainment and other expenses properly and reasonably incurred by him
in the performance of his duties hereunder and properly claimed and
vouched for in accordance with the Company's expense reporting procedure
in force from time to time.
8. HOLIDAYS AND HOLIDAY PAY
8.1 In addition to the normal Bank and public holidays the Executive shall
be entitled to 30 working days' paid holiday and, if applicable, such
additional days as are set out in the Company's standard terms and
conditions of employment from time to time, during each calendar year to
be taken at such time or times as may be agreed with the Board. The
Executive may not without the consent of the person to whom he reports
carry forward any unused part of his holiday entitlement to a subsequent
calendar year and the Executive shall not be entitled to any salary in
lieu of untaken holiday.
8.2 For the calendar year during which the Executive's employment hereunder
commences or terminates he shall be entitled to such proportion of his
annual holiday entitlement as the period of his employment in each such
year bears to one calendar year. Upon termination of this employment for
whatever reason he shall if appropriate be entitled to salary in lieu of
any outstanding holiday entitlement.
9. SICKNESS OR INCAPACITY
9.1 The Company reserves the right at any time to require the Executive (at
the expense of the Company) to be examined by a medical adviser
nominated by the Company and the Executive consents to the medical
adviser disclosing the results of the examination to the Company and
shall provide the Company with such formal consents as may be necessary
for this purpose.
-5-
9.2 If the Executive shall be prevented by illness, accident or other
incapacity from properly performing his duties hereunder he shall report
this fact forthwith to the Company Secretary's office and if he is so
prevented for seven or more consecutive days he shall if required by the
Company provide an appropriate doctor's certificate.
9.3 If the Executive shall be absent from his duties hereunder owing to
illness, accident or other incapacity duly certified in accordance with
the provisions of clause 9.2 he shall be paid his full remuneration for
any period of absence of up to a maximum of 26 weeks in aggregate in any
period of 52 consecutive weeks and thereafter, subject to the provisions
of clause 16, to such remuneration (if any) as the Board shall in its
absolute discretion allow.
9.4 If the Executive shall be, on the basis of a medical report supplied to
the Company following his having undergone a medical examination
pursuant to clause 4.1(j) or 9.1, in the opinion of the Board unfit ever
to return to his duties (but in such circumstances and prior to any
action being taken under this clause, the Executive shall have the right
to have a second medical report from a duly qualified doctor or medical
adviser selected by the Executive and approved by the Board, which
approval shall not be unreasonably withheld, and the Board shall
properly take account of the balance of evidence under both medical
reports in considering whether to terminate the employment of the
Executive under this paragraph) the Company shall be entitled to place
the Executive on permanent sick leave without pay with effect from any
time on or after the commencement of payments under the permanent health
insurance arrangements referred to in clause 6.2.
10. CONFIDENTIAL INFORMATION
The Executive shall not during this employment hereunder (save in the
proper course thereof or as may be required by law or applicable
regulation) or at any time after its termination for any reason
whatsoever disclose to any period whatsoever or otherwise make use of
(and he shall at all times exercise all due care and diligence to
prevent the unauthorised disclosure or use of) any confidential or
secret information which he has or may have acquired in the course of
his employment relating to the Company or any Group Company or any
customers or clients of the Company or any Group Company including
without limiting the generality of the foregoing confidential or secret
information relating to the business or finances of any of the
aforesaid.
11. COPYRIGHT AND DESIGNS
11.1 The Executive hereby assigns to the Company all present and future
copyright, design rights and other proprietary rights if any for the
full term thereof throughout the world in respect of all works
originated by him at any time whether during the course of his normal
duties or other duties specifically assigned to him (whether or not
during normal working hours) either alone or in conjunction with any
other person and in which copyright or design rights may subsist except
only those designs or other works written, originated, conceived or made
by his wholly unconnected with his service hereunder.
11.2 It is agreed that for the purposes of section 2(1)(1B) of the Registered
Designs Act 1949 the Company shall be treated for the purposes of that
Act as the original proprietor of
-6-
any design of which the Executive may be the author in the circumstances
described in clause 11.1.
11.3 The Executive agrees and undertakes that he will execute such deeds or
documents and do all such acts and things as may be necessary or
desirable to substantiate the rights of the Company in respect of the
matters referred to in this clause. To secure his obligation under this
Agreement the Executive irrevocably appoints the Company to be his
attorney in his name and on his behalf to execute such deeds or
documents and do all such acts and things as may be necessary or
desirable to substantiate the rights of the Company in respect of the
matters referred to in this clause.
11.4 The Executive hereby irrevocably waives all moral rights that he had or
may have in any of the works referred to in clause 11.1
12. GRATUITIES AND CODES OF CONDUCT
12.1 The Executive shall comply with all codes of conduct from time to time
adopted by the Board.
12.2 The Executive shall not, except in accordance with any code of conduct
adopted by the Board or with the prior written consent of the Board,
directly or indirectly accept any commission, rebate, discount, gratuity
or gift, in cash or in kind from any person who has or is likely to have
a business relationship with the Company or any Associated Company and
shall notify the Company upon acceptance by the Executive of any
commission, rebate, discount, gratuity or gift in accordance with the
Company's code of conduct from time to time.
13. RESTRICTIVE COVENANTS
13.1 For the purpose of this clause 13:
"the BUSINESS" means the business of reinsurance and the UK commercial
lines business carried on by the Group or any individual Group Company
or any other business carried on by the Group or any individual Group
Company at the date of termination of his employment and with which the
Executive has been concerned to a material extent at any time in the 12
months immediately preceding such termination;
references to the "GROUP" and "GROUP COMPANIES " shall only be reference
to the Group and Group Companies in respect of which the Executive has
carried out material duties in the period of 12 months prior to the date
of termination of his employment;
"RESTRICTED PERSON" shall mean any person who or which has at any time
during the period of 12 months immediately preceding the date of
termination done business with the Company or any other Group Company as
customer or client or consultant and whom or which the Executive shall
have had personal dealings with, contact with or responsibility for
during the course of his employment;
"KEY EMPLOYEE" shall mean any person who at the date of termination of
the Executive's employment is employed or engaged by the Company or any
other Group Company with whom the Executive has had material contact
during the course of his employment and (a) is employed or engaged in
the capacity of Manager, Underwriter or
-7-
otherwise in a senior capacity and/or (b) is in the possession of
confidential information belonging to the Company and/or (c) is directly
managed by or reports to the Executive.
13.2 The Executive covenants with the Company that he will not in connection
with the carrying on of any business in competition with the Business
during his employment and for the period of 12 months after the
termination of his employment without the prior written consent of the
Board either alone or jointly with or on behalf of any person directly
or indirectly:
13.2.1 canvass solicit or approach or cause to be canvassed or
solicited or approached for orders in respect of any services
provided and/or any products sold by the Company or any other
Group Company any Restricted Person;
13.2.2 solicit or entice away or endeavour to solicit or entice away
from the Company or any other Group Company any Key Employee.
13.3 The periods during which clauses 13.2.1 and 13.2.2 are expressed to
operate shall each be reduced by such period as the Executive shall have
complied during his notice period with a direction to perform no duties
and/or not to enter all or any premises of the Company or any Group
Company pursuant to Clause 4.3.
13.4 The Executive agrees that he will at the cost of the Company enter into
a direct agreement or undertaking with any Group Company whereby he will
accept restrictions and provisions corresponding to the restrictions and
provisions in Clauses 13.2.1 and 13.2.2 above (or such of them as may be
appropriate in the circumstances) in relation to such activities and
such area and for such a period not exceeding 12 months as such Group
Company may reasonably require for the protection of its legitimate
business interests.
13.5 The covenants contained in Clauses 13.2.1 and 13.2.2 are intended to be
separate and severable and enforceable as such.
14. TERMINATION BY RECONSTRUCTION OR AMALGAMATION
If the employment of the Executive hereunder shall be terminated by
reason of the liquidation of the Company for the purposes of
amalgamation or reconstruction or as part of any arrangement for the
amalgamation of the undertaking of the Company not involving liquidation
and the Executive shall be offered employment with the amalgamated or
reconstructed company on terms generally not less favourable than the
terms of this Agreement (including as to the continuation of any
directorship which he may then hold in the Company or any Associated
Company) the Executive shall have no claim against the Company in
respect of the termination of his employment by the Company.
15. TERMINATION OF DIRECTORSHIP
15.1 The Executive shall not during his employment do or fail to do anything
which causes or is likely to cause him to be prohibited by law from
continuing to act as a director.
15.2 If the Executive is removed from the office of director of the Company
or any Associated Company or if the Company or any Associated Company
fails in general
-8-
meeting to re-elect the Executive as a director of the Company or Any
Associated Company (if he shall be obliged to retire by rotation or
otherwise pursuant to the Articles of Association of the Company or any
Associated Company) or if the Executive ceases to be a director of the
Company or any Associated Company for any other reason whatsoever the
Executive's employment under this Agreement shall terminate and such
termination shall be without prejudice to any claim which the Executive
may have for damages for breach of this Agreement provided that the
Company was not entitled at the time of such removal or failure to
re-elect or cessation as a director to terminate his employment pursuant
to clause 16.
16. TERMINATION OF EMPLOYMENT ON THE HAPPENING OF CERTAIN EVENTS
16.1 The Company without prejudice to any remedy which it may have against
the Executive for the breach or non-performance of any of the provisions
of this Agreement may by notice in writing to the Executive forthwith
terminate his employment without compensation if the Executive shall:
(a) become bankrupt or become the subject of an interim order under
the Insolvency Act 1986 or make any arrangement or composition
with his creditors; or
(b) be convicted of any criminal offence (other than an offence
under road traffic legislation in the United Kingdom or
elsewhere for which a penalty other than imprisonment is
imposed); or
(c) be guilty of any serious misconduct, any conduct tending to
bring the Company or himself into disrepute, or any material
breach or non-observance of any of the provisions of this
Agreement, or conduct himself in a way which is materially
prejudicial or calculated to be materially prejudicial to the
business of the Group and/or any syndicates managed by the
Group; or
(d) be disqualified from being a director of any company by reason
of an order made by any competent court; or
(e) be guilty of any repeated breach or non-observance of any code
of conduct or fails or ceases to be registered (where such
registration is, in the reasonable opinion of the Board,
required for the performance of his duties) by any regulatory
body (including Lloyd's) in the United Kingdom or elsewhere.
17. OBLIGATIONS UPON TERMINATION OF EMPLOYMENT
Upon the termination of his employment hereunder for whatever reason the
Executive shall:
(a) forthwith tender his resignation as a Director of the Company
and of any Associated Company without compensation, but without
prejudice to any other rights which he may have under this
Agreement. To secure his obligation under this Agreement the
Executive irrevocably appoints the Company to be his attorney in
his name and on his behalf to sign any documents and do any
things
-9-
necessary to give effect thereto, if the Executive shall fail to
sign or do the same himself.
(b) deliver up to the Company all vehicles, keys, credit cards,
correspondence, documents, specifications, reports, papers and
records (including any computer materials such as discs or
tapes) and all copies thereof and any other property (whether or
not similar to the foregoing or any of them) belonging to the
Company or any Associated Company which may be in his possession
or under his control, and (unless prevented by the owner
thereof) any such property belonging to other which may be in
his possession or under his control and which relates in any way
to the business or affairs of the Company or any Associated
Company or any supplier, agent, distributor or customer of the
Company or any Associated Company, and he shall not without
written consent of the Board retain any copies thereof;
(c) if so requested send to the Company Secretary a signed statement
confirming that he has complied with clause 17(b); and
(d) not at any time may any untrue or misleading oral or written
statement concerning the business and affairs of the Company or
any Associated Company or represent himself or permit himself to
be held out as being in any way connected with or interested in
the business of the Company or any Associated Company (except as
a former employee for the purpose of communicating with
prospective employers or complying with any applicable statutory
requirements).
18. EFFECT OF TERMINATION OF THIS AGREEMENT
The expiry or termination of this Agreement howsoever arising shall not
operate to affect any of the provisions hereof which are expressed to
operate or have effect thereafter and shall not prejudice the exercise
of any right or remedy of either party accrued beforehand.
19. OTHER TERMS AND CONDITIONS
19.1 The provisions of the Company's standard terms and conditions of
employment as agreed with the Executive from time to time shall apply to
the Executive's employment hereunder except so far as they are
inconsistent with the terms of this Agreement.
19.2 The following particulars are given in compliance with the requirements
of section 1 of the Employment Rights Act 1996:
(a) The Executive's period of continuous employment by WUSL which
began on 11 September 1995 shall be recognised by the Company.
(b) The Executive's hours of work shall be the normal hours of work
of the Company which are from 9.00 am to 5.00 pm together with
such additional hours as may be necessary without additional
remuneration for the proper discharge of his duties hereunder to
the satisfaction of the Board.
-10-
(c) If the Executive is dissatisfied with any disciplinary decision
or if he has any grievance relating to his employment hereunder
he should refer such disciplinary decision or grievance to the
Board and the reference will be dealt with by discussion at and
decision of a Board Meeting.
(d) A contracting-out certificate is not currently in force in
respect of the Executive's employment hereunder.
(e) Save as otherwise herein provided there are no terms or
conditions of employment relating to hours of work or to normal
working hours or to entitlement to holiday (including public
holidays) or holiday pay or to incapacity for work due to
sickness or injury or to pensions or pension schemes or to
requirements to work abroad and no collective agreement has any
effect upon the Executive's employment hereunder.
20. NOTICES
Any notice to be given hereunder shall be in writing. Notice to the
Executive shall be sufficiently served by being delivered personally to
him or be being sent by first class post addressed to him at his usual
or last known place of residence. Notice to the Company shall be
sufficiently served be being delivered to the Company Secretary or by
being sent by first class post to the registered office of the Company.
Any notice if so posted shall be deemed served upon the third day
following that on which it was posted.
21. PREVIOUS AND OTHER AGREEMENTS
This Agreement shall take effect in substitution for all previous
agreements and arrangements (whether written, oral or implied) between
the Company and the Executive relating to his employment which shall be
deemed to have been terminated by mutual consent with effect from the
commencement of the Agreement.
22. APPLICABLE LAW
English law shall apply to this Agreement and the parties submit to the
jurisdiction of the English Courts.
-11-
IN WITNESS whereof this Agreement has been duly executed and delivered as a deed
the day and year first before written
Executed as a deed by ) BY HIS ATTORNEY
the Executive ) /s/ JULIAN CUSACK
IN THE PRESENCE OF: ) -----------------
/s/ T COOKE
- -----------
Witness's name and signature
LOVELLS, LONDON
- ---------------
Witness's address
Executed as a deed by )
the Company )
acting by: )
/s/ SARAH DAVIES
- ----------------
Director
/s/ JULIAN CUSACK
- -----------------
Director/Secretary
-12-