Introducción

Dawnay, Day Sirius Limited PO Box 119 Martello Court Admiral Park St. Peter Port Guernsey GY1 3HB Channel Islands Cazenove Incorporated 630 Fifth Avenue, 6th Floor New York, NY 10019

(Please transmit facsimile (and send original) of this certificate to: Patrick Consola at

Cazenove Incorporated; telecopier +1 212 376 1293) Ladies and Gentlemen:

We are delivering this certificate in connection with our purchase of • shares at an offer price of A1.00 per share (the “Offer Shares”) of Dawnay, Day Sirius Limited, a company incorporated under the laws of Guernsey (the “Company”).

We hereby represent, warrant, acknowledge and agree that:

1. We are a qualified institutional buyer (a “QIB”) (within the meaning of Rule 144A under the US

Securities Act of 1933, as amended (the “Securities Act”)).

2. We are acquiring the Offer Shares for our own account or for the account of one or more QIBs (each,

an “Account”), each of which is acquiring beneficial interests in the Offer Shares (“Beneficial Interests”) for its own account. If we are acquiring Offer Shares for the account of one or more other persons, we have the full power and authority to make the representations, warranties and agreements in this letter on behalf of each such account.

3. We are aware, and each owner of Beneficial Interests in the Offer Shares has been advised, that the

sale of the Offer Shares to us/it is being made in reliance on Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act.

4. We were not formed for the purpose of investing in the Offer Shares.

5. We understand that the Offer Shares are being offered in a transaction not involving any public

offering in the United States within the meaning of the Securities Act, that the Offer Shares have not been and will not be registered under the Securities Act and that (A) if in the future we decide to offer, resell, pledge or otherwise transfer any of the Offer Shares, such Offer Shares may be offered, resold, pledged or otherwise transferred only in compliance with the Securities Act and other applicable securities laws:

(i) to a person whom we or anyone acting on our behalf reasonably believe is a QIB purchasing

for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A; or

(ii) in an “offshore transaction,” as defined in Regulation S under the Securities Act, complying with the provisions of Rule 903 or Rule 904 thereunder,

and (B) we will notify any subsequent purchaser of the Offer Shares of the re-sale restrictions referred to in (A) above.

6. We acknowledge that any Offer Shares in certificated form will bear the legend set out below: “THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) AS PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR THE RESALE OF THIS SECURITY. FURTHER, NO PURCHASE, SALE OR TRANSFER OF THIS SECURITY MAY BE MADE UNLESS SUCH PURCHASE, SALE OR TRANSFER WILL NOT RESULT IN THE ASSETS OF THE COMPANY CONSTITUTING “PLAN ASSETS” WITHIN THE MEANING OF THE US EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT ARE SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE US INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). EACH PURCHASER OR TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO REPRESENT OR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT USING ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, AND WILL BE SUBJECT TO RESTRICTIONS IN THE COMPANY’S ARTICLES OF ASSOCIATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS SECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF ORDINARY SHARES OF THE COMPANY ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.”

7. We are not a “Plan” (which term includes (i) employee benefit plans that are subject to the Employee

Retirement Income Security Act of 1974, as amended (“ERISA”) or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (ii) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, or to provisions under applicable federal, state, local, non-US or other laws or regulations that are substantially similar to such provisions of ERISA or the Code and (iii) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements) and we are not purchasing the Shares on behalf of, or with the “plan assets” of, any Plan.

We acknowledge that you and others will rely upon our representations, warranties, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations, warranties, acknowledgements or agreements herein cease to be accurate and complete. We hereby irrevocably agree that this certificate or a copy thereof may be reproduced to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

We hereby represent and warrant that all necessary actions have been taken to authorise the purchase by us of the Offer Shares and the execution of this certificate.

Very truly yours, By:

Name: Title: