Common use of Overseas Shareholders Clause in Contracts

Overseas Shareholders. The making of the Proposal to Scheme Shareholders and the Option Offer to Optionholders who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders are located. Such Scheme Shareholders and Optionholders should inform themselves about and observe any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation to the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.

Overseas Shareholders. The making release, publication or distribution of the Proposal to Scheme Shareholders and the Option Offer to Optionholders this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in Hong Kong the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if LMP Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by LMP Bidco and no one else. In addition to any such Takeover Offer, LMP Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Charles Taylor outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. Charles Taylor’s financial statements, and all financial information that is included in this Announcement, or that may be subject included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. Unless otherwise determined by LMP Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Offer to Charles Taylor Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders they are locatedresident. Such Scheme Shareholders and Optionholders Persons who are not resident in the United Kingdom should inform themselves about of, and observe observe, any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation The Offer will be subject to the Proposal to satisfy themselves as to the full observance applicable requirements of the laws of Code, the relevant jurisdiction in connection therewithPanel, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities London Stock Exchange and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveFCA.

Overseas Shareholders. The making release, publication or distribution of the Proposal to Scheme Shareholders and the Option Offer to Optionholders this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in Hong Kong the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Offer. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if LMP Bidco were to elect to implement the Offer by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by LMP Bidco and no one else. In addition to any such Takeover Offer, LMP Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Xxxxxxx Xxxxxx outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. Xxxxxxx Xxxxxx’x financial statements, and all financial information that is included in this Announcement, or that may be subject included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. Unless otherwise determined by LMP Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Offer to Xxxxxxx Xxxxxx Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders they are locatedresident. Such Scheme Shareholders and Optionholders Persons who are not resident in the United Kingdom should inform themselves about of, and observe observe, any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation The Offer will be subject to the Proposal to satisfy themselves as to the full observance applicable requirements of the laws of Code, the relevant jurisdiction in connection therewithPanel, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities London Stock Exchange and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveFCA.

Overseas Shareholders. If you are an Overseas Shareholder and you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction without delay. The making implications of the Proposal to Scheme Shareholders and Acquisition for persons resident in, or citizens of, jurisdictions outside the Option Offer to Optionholders who are not resident in Hong Kong UK may be subject to affected by the laws of the relevant jurisdictions in which such Scheme jurisdictions. Overseas Shareholders and Optionholders are located. Such Scheme Shareholders and Optionholders should inform themselves about and observe any applicable legal, tax or regulatory legal requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation to the Proposal each Overseas Shareholder to satisfy themselves itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any acceptance by such Scheme Excluded Overseas Shareholders will not receive copies of this document, the Form of Election, or any other accompanying documents. Neither the New CH2M HILL Shares nor the Loan Notes may be offered, sold, delivered or transferred, directly or indirectly, in or into any Excluded Jurisdiction to or for the account or benefit of any national, resident or citizen of any Excluded Jurisdiction. The Excluded Overseas Shareholders will instead receive the Cash Consideration due. Neither the New CH2M HILL Shares nor the Loan Notes may be offered, sold, delivered or transferred, directly or indirectly, in or into any Restricted Jurisdiction and, in the case of the Loan Notes, any Partially Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of any Restricted Jurisdiction and, in the case of the Loan Notes any national resident or citizen of any Partially Restricted Jurisdiction. As a result the Restricted Overseas Shareholders will not receive the Form of Election or the Form W-8BEN and Optionholders will receive the Cash Consideration due. Partially Restricted Overseas Shareholders will not receive the Form W-8BEN. This document has been prepared for the purposes of complying with English law and the information disclosed may not be deemed to constitute a representation the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the UK. Overseas Shareholders should consult their own legal and warranty from such persons tax advisers with regard to the Company, the Offeror legal and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch tax consequences of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectiveparticular circumstances.

Overseas Shareholders. The making availability of the Proposal to Scheme Shareholders and the Option Partial Offer to Optionholders persons who are not resident in Hong Kong may be subject to affected by the applicable laws of the relevant jurisdictions jurisdiction in which such Scheme they reside. Shareholders and Optionholders who are located. Such Scheme Shareholders and Optionholders citizens, residents or nationals of a jurisdiction outside Hong Kong should inform themselves about and observe any applicable legal, tax legal or regulatory requirementsrequirements in their own jurisdictions and, where necessary, seek their own legal advice. It is the responsibility of any overseas Scheme those Shareholders and overseas Optionholders wishing who wish to take an action in relation to accept the Proposal Partial Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction jurisdictions in connection therewith, with the acceptance of the Partial Offer (including the obtaining of any governmental, exchange control governmental or other consents consent which may be required, required or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance due by such Scheme Shareholders and Optionholders in respect of such jurisdictions). Acceptance of the Partial Offer by any Shareholder will be deemed to constitute a representation and warranty from such persons Shareholder to the Company, Joint Offerors that the Offeror and their respective advisers that those local laws and regulatory requirements have been complied withwith and that the Partial Offer can be accepted by such Shareholder lawfully under the laws of the relevant jurisdiction. If you are in doubt as to your position, you Shareholders should consult your their professional advisersadvisers if in doubt. In the event that the despatch of the Scheme Composite Document to any overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that are unduly burdensome, subject to the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders)Executive’s waiver, the Scheme Composite Document will not be despatched to such overseas Scheme Shareholders or overseas OptionholdersShareholders. For that purpose, the Company may The Joint Offerors will apply for any such waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver Hong Kong stamp duty In Hong Kong, the seller’s ad valorem stamp duty arising in connection with acceptance of the Partial Offer will only be granted if payable by the Executive relevant Qualifying Shareholders at a rate of 0.13% of (i) the market value of the Offer Shares; or (ii) the consideration payable by the Joint Offerors in respect of the relevant acceptance of the Partial Offer, whichever is satisfied that it would higher, which will be unduly burdensome to despatch deducted from the Scheme Document cash amount payable by the Joint Offerors to such overseas Scheme Shareholders or overseas Optionholders. In granting Qualifying Shareholder on acceptance of the waiverPartial Offer (where the stamp duty calculated includes a fraction of HK$1, the Executive stamp duty will be concerned rounded-up to see that all material information the nearest HK$1). The Joint Offerors will arrange for payment of the seller’s ad valorem stamp duty on behalf of the relevant Qualifying Shareholders accepting the Partial Offer and will pay the buyer’s ad valorem stamp duty in connection with the Scheme Document is made available to such overseas Scheme acceptance of the Partial Offer and the transfer of the Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong). Qualifying Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the ProposalPartial Offer. It is emphasised that none None of the OfferorJoint Offerors, parties acting in concert with the Joint Offerors, the Company Company, CLSA Capital Markets, CLSA Limited and any of their respective ultimate beneficial owners, directors, officers officers, agents or associates or any other person involved in the Proposal Partial Offer accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effectivePartial Offer.

Overseas Shareholders. The making of the Proposal to the holders of the Scheme Shareholders and the Option Offer to Optionholders Shares who are not resident in Hong Kong may be subject to the laws of the relevant jurisdictions in which such holders of the Scheme Shareholders and Optionholders Shares are located. Such overseas holders of the Scheme Shareholders and Optionholders Shares should inform themselves about and observe any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas holders of the Scheme Shareholders and overseas Optionholders Shares, wishing to take an action in relation to the Proposal Proposal, respectively, to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such overseas holders of the Scheme Shareholders and Optionholders Shares will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror Joint Offerors and their respective advisers advisers, that those laws and regulatory requirements have been complied with. If you such overseas Shareholders are in doubt as to your positiontheir positions, you they should consult your their professional advisers. In the event that the despatch of the Scheme Document to overseas holders of the Scheme Shareholders or overseas Optionholders Shares is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas holders of the Scheme Shareholders or overseas OptionholdersShares. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas holders of the Scheme Shareholders or overseas OptionholdersShares. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment holders of the Scheme Shares, and apply the reserve created as a result . > [note: duplicate of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.section below]

Overseas Shareholders. The making availability of the Proposal Offers to Scheme any Overseas Shareholders and the Option Offer to Optionholders who are not resident in Hong Kong may be subject to affected by the applicable laws and regulations of the their relevant jurisdictions in which such Scheme of residence. Overseas Shareholders and Optionholders are located. Such Scheme Shareholders and Optionholders should inform themselves about and observe any applicable legallegal and regulatory requirements and, tax or regulatory requirementswhere necessary, consult their own professional advisers. It is the responsibility responsibilities of any overseas Scheme the Overseas Shareholders and overseas Optionholders wishing who wish to take an action in relation to accept the Proposal Offers to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction jurisdictions in connection therewith, with the acceptance of the Offers (including the obtaining of any governmental, exchange control governmental or other consents consent which may be required, required or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance due by such Scheme Overseas Shareholders and Optionholders will be deemed to constitute a representation and warranty from in respect of such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied withjurisdictions). If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch receipt of the Scheme Composite Document to overseas Scheme by Overseas Shareholders or overseas Optionholders is prohibited by any relevant law or regulation applicable laws and regulations or may only be effected after upon compliance with conditions or requirements in such overseas jurisdictions that the Directors regard as would be unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders)burdensome, the Scheme Document Composite Document, subject to the Executive’s consent, will not be despatched to such overseas Scheme Shareholders or overseas OptionholdersOverseas Shareholders. For that purposeIn those circumstances, the Company may Offeror will apply for any waivers waiver from the Executive as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such timeCode. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none Hong Kong stamp duty The seller’s Hong Kong ad valorem stamp duty on acceptance of the Offeror, the Company and any Share Offer at a rate of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.160.1% of the issued share capital consideration payable in respect of the Company)acceptance by the Independent Shareholders or if higher, the market value of the Offer Shares subject to such acceptance, will be deducted from the amount payable to those relevant Independent Shareholders who accept the Share Offer. The Shares held by LJ Peace, LJ Venture and LJ Hope Offeror will not form part bear the buyer’s Hong Kong ad valorem stamp duty as purchaser of the Scheme Offer Shares and will not be cancelled arrange for payment of both buyer and extinguished upon seller’s ad valorem stamp duty in connection with such sales and purchases under the Scheme becoming effective, but Share Offer in accordance with the Shares held by Xx. Xxxx Qisong will form part Stamp Duty Ordinance (Chapter 117 of the Scheme Shares and Laws of Hong Kong). No stamp duty will be cancelled and extinguished upon payable in connection with the Scheme becoming effectiveOption Offer. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.INFORMATION ON THE OFFEROR

Overseas Shareholders. The making release, publication or distribution of the Proposal to Scheme Shareholders and the Option Offer to Optionholders this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in Hong Kong the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. The Acquisition relates to the shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the proxy solicitation rules nor (unless implemented by means of a Takeover Offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the City Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. If CGI exercises its right to implement the Acquisition of the Logica Shares by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US securities laws and regulations. Unless otherwise determined by CGI Europe or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Acquisition to Logica Shareholders who are not resident in the United Kingdom may be subject to affected by the laws of the relevant jurisdictions in which such Scheme Shareholders and Optionholders they are locatedresident. Such Scheme Shareholders and Optionholders Persons who are not resident in the United Kingdom should inform themselves about of, and observe observe, any applicable legal, tax or regulatory requirements. It is the responsibility of any overseas Scheme Shareholders and overseas Optionholders wishing to take an action in relation to the Proposal to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with any other necessary formalities and the payment of any issue, transfer or other taxes in such jurisdiction. Any acceptance by such Scheme Shareholders and Optionholders will be deemed to constitute a representation and warranty from such persons to the Company, the Offeror and their respective advisers that those laws and regulatory requirements have been complied with. If you are in doubt as to your position, you should consult your professional advisers. In the event that the despatch of the Scheme Document to overseas Scheme Shareholders or overseas Optionholders is prohibited by any relevant law or regulation or may only be effected after compliance with conditions or requirements that the Directors regard as unduly onerous or burdensome (or otherwise not in the best interests of the Company or its Shareholders), the Scheme Document will not be despatched to such overseas Scheme Shareholders or overseas Optionholders. For that purpose, the Company may apply for any waivers as may be required by the Executive pursuant to Note 3 to Rule 8 of the Takeovers Code at such time. Any such waiver will only be granted if the Executive is satisfied that it would be unduly burdensome to despatch the Scheme Document to such overseas Scheme Shareholders or overseas Optionholders. In granting the waiver, the Executive will be concerned to see that all material information in the Scheme Document is made available to such overseas Scheme Shareholders and overseas Optionholders, as the case may be. Scheme Shareholders and Optionholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting the Proposal. It is emphasised that none of the Offeror, the Company and any of their respective directors, officers or associates or any other person involved in the Proposal accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Proposal. THE SCHEME SHARES, MEETING OF THE SCHEME SHAREHOLDERS AND THE EGM As at the Announcement Date, (i) the Offeror did not hold any Shares and (ii) the Offeror Concert Parties held in aggregate 310,629,424 Shares (representing approximately 56.16% of the issued share capital of the Company). The Shares held by LJ Peace, LJ Venture and LJ Hope will not form part of the Scheme Shares and will not be cancelled and extinguished upon the Scheme becoming effective, but the Shares held by Xx. Xxxx Qisong will form part of the Scheme Shares and will be cancelled and extinguished upon the Scheme becoming effective. The Offeror Concert Parties will not vote on the Scheme at the Court Meeting. All Shareholders will be entitled to attend the EGM and vote on (i) the special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) the ordinary resolution to immediately thereafter increased the issued share capital of the Company to the amount prior to the cancellation and extinguishment of the Scheme Shares, and apply the reserve created as a result of the such cancellation and extinguishment to pay up in full at part such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, for issuance to the Offeror; and (iii) the special resolution to approve the withdrawal of the listing of the Shares on the Stock Exchange upon the Scheme becoming effective.