NOBLE SHAREHOLDER IRREVOCABLE UNDERTAKING Re: To Offer for Shares in Noble Investments (UK) Plc The Stanley Gibbons Group plc (Stanley Gibbons) 16 viii Street St Helier Jersey JE2 4UA Noble Investments (UK) Pic (Company) 11 Adelphi Terrace London WC2N 6IIJ WH Ireland Limited 24 Martin Lane London EC4R ODD Peel Hunt LLP (Peel Hunt) Moor House 120 London Wall London EC2Y 5PT s,p" 2013 Recommended acquisition of all the Issued and to be issued share capital of Noble Investments (Ulf) Pic by Stanley Gibbons by way of a recommended scheme of arrangeme nt under part 26 of the Companies Act 2006 1. Background I, the undersigned., understand that the Acquisition will be substantially can the terms and conditions set out or referred to in the draft announcement pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the Code), a copy of which is annexed hereto (the Announcement) and/or on such other terms and conditions as may be required by the Panel can Takeovers and Mergers and/or the AIM Mules for Companies published by Landon Stack Exchange pic (the London Stuck Exchange). All references in this undertaking to the Acquisition shall; (a) mean the proposed acquisition by or on behalf of Stanley Gibbons of the shares in the Company, which may be Implemented by way of a scheme of arrangement (under Part 26 of the Companies Act 2006) (referred to in this undertaking as the Scheme), or a takeover offer (within the meaning of section 974 of the Companies Act 2006) (referred to in this undertaking as the Offer); and (b) include any revision or variation in the terms of any acquisition as referred to in paragraph ( a) above which represents, in the reasonable opinion of feel Hunt, no diminution in the value of the Offer or Scheme (as the case may be) (it being agreed that switching from an Offer to a Scheme, or vice versa, with no diminution In the price payable per ordinary share in the capital of the Company, will not constitute a diminution in the value of the Offer or Scheme).
2. Warranties and undertakings I irrevocably and unconditionally undertake, warrant, agree and represent to each of Stanley Gibbons and Feel Bunt that,. a) I alts on the date of this undertaking the registered holder and beneficial owner of the number of ordinary shares of 1 pence each in the capital of the Company (Ordinary Shares) specified In the Schedule (or am otherwise able to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of, Ordinary Shares) (Noble Shares, which expression shall include any other shares in the Company issued after the date hereof and attributable to or derived from such shares); b) I am not at the date of this undertaking interested in any shares or other securities of the Company other than those of which details are set out in the Schedule; c) I have all relevant authority to transfer such Noble Shares free from all lions, charges, encumbrances, options, rights of pre-emption and together with all rights attaching to them including the right to all Interest, dividends and rather distributions (if any) declared, made or paid after the date of this undertaking; d) I shall not prier to the earlier of the Scheme or Offer become effectivelclosing or lapsing (as applicable); (i) sell, transfer, charge, encumber, pledge or grant any option over or otherwise dispose of or permit or procure the sale, transfer, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any of the Noble Shares or any interest in any of the Noble Shares; or (ii) (other than pursuant to the Scheme or Offer (as applicable)) enter into any agreement or arrangement or permit or procure any agreement or arrangement to be entered Into or incur any obligation or permit or procure any obligation to arise. a, in relation to, or operating by reference to, shares or rather securities of the Company; or b. to do all or any of the acts referred to in paragraph (I) above; or c, which would or might restrict or impede the Scheme becoming effective or the Offer closing (as applicable ) or otherwise preclude me from complying with my obligations under paragraphs 2 or 3 of this undertaking, and references in this paragraph d) to any agreement, arrangement or obligation shall Include any such agreement, arrangement or obligation whether or not subject to any conditions or which is to take affect upon or following the Scheme becoming effective or the Offer chasing (as applicable). f :.17 c`-[,ui 1r^^FfL^tas sly,cuf,klic s> fttl^io-7dcts^v r`untex^rary 111tall i Filcs'.C'owcnt(Jttllc, ^k=, C'C 231'[a',hrcvuc^l^Ic fi^3,l^st<il:iei; (nim ^rir^ ct«rsl^arahnyalsrb} Maddeinc Goldhsri - 24091 3.d oc
3. Scheme (iii) in my capacity as a shareholder of the Company, without the consent of Stanley Gibbons, convene or requisition, or join in convening or requisitioning, any general or class meeting of the Company: (iv) accept any other offer in respect of any of the Noble Shares (whether it is conditional or unconditional, whether it comprises a higher offer or not and irrespective of the means by which it is to be implemented); or (v) save for the Noble Shards, I will not acquire any further interest in any shares or convertible loan notes in the Company and, if any such shares, securities or interest is acquired by me, such shares, securities or interest (as the case may be) shall be deemed to be included in the expression Noble Shares for the purposes of this undertaking; (vi) direotly or indirectly solicit or encourage any person other than Stanley Gibbons to make any offer for any Noble Shares or take any action which is prejudicial to the successful outcome of the Scheme or Offer (as applicable) or which would have the effect of preventing any of the conditions of the Acquisition from being fulfilled and I will promptly inform you of any approach by a third party which may lead to an offer for the Company, and (vii) I have full power and authority and the right (free from any legal or other restrictions) to enter into and perform my obligations under this undertaking in accordance with their terms. If the Acquisition is implemented by way of the Scheme, I irrevocably and unconditionally undertake to each of Stanley Gibbons and Peel Hunt that: a) I will vote in favour of any resolution (whether or not amended) (Scheme Resolution ) which is proposed at the forthcoming court convened meeting of the Company (or any adjournment thereof) (the Court Meeting) and the forthcoming general meeting of the Company (or any adjournment thereof) (the General Meeting ) to be held In connectlon with the Scheme and the Acquisition, together with any resolution to adjourn the Court Meeting or the General Meeting, and any resolution to amend a Scheme Resolution (which shall also be a Scheme Resolution) which Is necessary to implement the Scheme. b) I shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Noble Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph a) above, or to require the Company to give notice of any such meeting, only in accordance with Stanley Gibbons' instructions, and c) I shall after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the Scheme Document ) (and without prejudice to any right I have to attend and vote in person at the Court. Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of C:Atwj.p17at^f`.hn^ul^^9ii reoa ^11a nc[fseaw i`s niiimoy lw4, of Filcs :Cuntwni _t^iid^x>k? C C`77)FG'-(rr^ei^t^bf^ Un^lcst^i iti (is;isi d IIWI,; u11ii WhOld'az) MLILIV) AIIC 604HUM1 -'404;I3:doub
proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Scheme or appointing the Chairman to attend and vote at the Court Meeting and the General Meeting (or any adjournment thereof )) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Noble Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition ), as soon as possible and in any event within five days after the posting of the Scheme Document (or, in respect of any shares allotted to or acquired by me after the posting of the Scheme Document, promptly upon such allotment or acquisition); and the Scheme Document may incorporate references to me in the terms set out therein. 4. Offer If the Acquisition is implemented by way of the Offer, I irrevocably and unconditionally undertake to each of Stanley Gibbons and Peel Lunt that. a) upon the Offer being made, I will be able to accept or, where applicable, procure the acceptance of the Offer in respect of the Noble Shares and to transfer the Noble Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid; b) I shall as soon as possible and in any event within five days after the posting of the formal document containing the Offer (the Offer Docum e nt) (car, in respect of any shares allotted to or acquired by me after the posting of the Offer Document, immediately upon such allotment or acqulsition ) duly accept or procure acceptance of the Offer in accordance with its terms In respect of the Noble Shares and, in respect of any Noble Shares held in certificated form, shall forward the relevant share certificate (s) to Stanley Gibbons or its nominated representative (or a form of inderdnity acceptable to the directors of the Company in respect of any lost certiflcate(s)) at the time of acceptance and, in respect of any Nobles Shares held in uncertificated form, shall take any action which may be required by Stanley Gibbons or its nominated representative; c) notwithstanding that the terms of the Offer Document will confer rights of withdrawal on accepting shareholders, I shall not withdraw any acceptance of the Offer in respect of the Noble Shares or any of them and shall procure that no rights to withdraw any acceptance in respect of such Noble Shares are exercised; d) the Noble Shares shall be acquired by Stanley Gibbons free from all lions, equities ; charges, encumbrances, options,, rights of pre-emption and any rather third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to C?%Ul v wihtm ripdat.allaval,mwroso i'miftduw'o Jcnlpornrw 111moo E il^^^^c^nnt^i51 -^^sll^^^k'^cci 1.7JI^C^ ^rr^vtic ;il^l^ 1t^^^b^^1 'i t^t ^Iwn slies-om ilt :am111 1thfsj Aufeid'n Gishlbttrt -?A0013slax
5. Termination receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid. My obligations under paragraphs 1, 3 and 4 of this undertaking shall not apply: a) if Manley Gibbons or Fool Hunt shall not have announced a firm intention to proceed with the Acquisition by 31 October 2093 or such later date as the Company and Stanley Gibbons may agree on the terms and conditions set out or referred to in the Announcement and/or such other terms and conditions as may be required by the Cade and/or the requirements of the UKLA and the London Stock Exchange (including the AIM Rules) or any other relevant exchange and/or as are customarily included in offers made under the Code; b) if before the General Meeting and the Court Meeting or the date that the Offer is declared unconditional (as appropriate), a third party announces or makes a general offer to acquire the whole of the issued share capital of the Company other than the Noble Shares already hold by it on terms which represent (In the reasonable and good faith opinion of heel Hunt) an improvement of not less than ton per cent, on the value of the consideration offered pursuant to the Acquisition as at the date on which such alternative offer is made. Miscellaneous The obligations and provisions set out in this undertaking apply equally to the persons from whom I am to procure votes in favour of the resolutions to implement the Acquisition pursuant to paragraph Sea) above or acceptance of the Offer pursuant to the terms of paragraph 4.b) above (as the case may be) and I shall procure the observance by such persons of the terms hereof as if they were each specifically a party hereto. b) I consent to the issue of an announcement incorporating references to me and to this undertaking substantially in the terms set out in the Announcement. I understand that, if the Acquisition proceeds, this undertaking will be made available for inspection during the offer period (as defined in the Code) and that particulars of It will be contained in the Scheme Document or the Offer Document (as the case may be). I undertake to provide you with all such further information in relation to my Interest and that of any person connected with me as you may require In order to comply with the rules and requirements of the UKLA, the London Stack Exchange (including the AIM Rules), the ganef on Takeovers and Mergers and the Companles Act 2006 and any other legal or regulatory requirements for inclusion in the Scheme [document or the Offer Document (as the case may be) (or any other document required in connection with the Acquisition). C) I irrevocably and by way of security for my obligations hereunder appoint any director of the Company to be my attorney to execute on my behalf proxy forms for any Court Meeting or General Meeting or forms of acceptance to be issued with the Offer Document in respect of the Noble Shares (as applicable) and to sign, execute and deliver any documents and to do all acts and things as may be necessary for or incidental to the completion of the Acquisition C': l ^cr `=taft^appl^a i^^lawi&'l ii»^sc^ilttsiix9eaw4t6i^^p^rr.^ry 1^ilc r ^s Eli '^C'e3n cit4 :G^Nii,csk fc'czjjfgti^r^ ^r;[sl tia^9esis ^sr 1nr^n dfn^ 3r3 1 :^rg(trej^t^i Nfiddeine Goldhar l ^ `'4091].d(v
becoming effective, the acceptance of the Offer (as the case may be) anti/or performance of my obligations under this undertaking, d) 1 confirm that I am not the customer or deemed customer of Peel Hunt and that feel Hunt does not owe nee any duties or responsibilities (whether as regards best execution, suitability or otherwise) in connection with the Acquisition as its customer or deemed customer. I acknowledge that, if I fail to vote In favour of a Scheme Resolution in accordance with my obligations under paragraph 2 (a) above or should otherwise be In breach of any of my obligations under this undertaking, damages alone would not be an adequate remedy and that an order for specific performance would be an essential element of any adequate remedy for such failure or breach; f) Any tirne, date or period mentioned in this undertaking may be extended by mutual agreement between Stanley Gibbons and me but as regards any time, date or period originally fixed or so extended time shall be of the essence; g) This undertaking shall bind my estate and personal representatives; h) This undertaking shall be governed by and construed in accordance with English law; The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this undertaking, and t) If the Acquisition lapses or Is withdrawn, I will have no claim against Stanley Gibbons and Stanley Gibbons shall have no claim against me under this undertaking. ( t.`^cr'kin ' Ap L^at^il^ac<^I^alict^isi3ll`-Wiatalnws'-7cinpsir^:} hicni. Fi1c::C`Frnt. itf. C)ut(rn^L [C`f7lJrC;?[r^gKn ^hlc thljalaing (noo elie«mryl^iiiclae,id^r SMadviemeGolriharl.2409[3dov,
IN WITNESS of which this undertaking has been executed and has been delivered on the date set out below. SIGNED as a deed by MADELEINE GOLDBART ) in the presence of: Witness's Sitannture:,..._.... Signature.2.x.0.9,.?.^.^.. Dat Name: caa&v.1,^ Address: tee...... ^... ). kp G: llscs llaneaisisdtta tate^4s^rc^ crfetwiiscluvs47ers:pcrary Ire "o PiEcy c^ncent.c utlruak4 CC7 tfr^errcv^rrra6lr Under#akin (nm dirc Im,Omrelrtsldccx) M at] CleineGoldhxrt 24D9E3,doc
THE SCHEDULE THE NOBLE SHARES Madeleine Goldbari of 33 Church Mount, London N2 ORW `The shareholdings of Madeleine Coldbart are held through Forest Nominees Limited, C=-(stilE^-^,^i^'^rip^il)^Itt^.l^^ca1 ^ti6r asulf,lvf^^^tcnvs'=l`sseipiiis^^!n[cmzt f"rlc^`-ci>^ue^st.i^^hlucs&ti^c'c.`7.ljl [3^1rgu4trc ;afsle L^su^rtahi^i^; (iwo^ (Iii tm in hiqevil Mzidulcifw Coldbim. 2401) 1 IA(w