1. THAT the Scheme of Arrangement dated 19 September 2006, between the Company and the holders of the Company’s ordinary shares expressed to be subject to that Scheme of Arrangement, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court (the "Scheme") be approved;
2. THAT the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
3. THAT conditional upon:
(a) the Scheme being sanctioned (with or without modification) by the High Court of Justice of England and Wales;
(b) Stockholmsbörsen having agreed to admit Swedish Depositary Receipts over shares in New Unibet Group plc to the Nordic List for trading on its market for listed securities; and
(c) the Board of the Company being satisfied that, at the relevant time, they consider that the Scheme continues to be in the best interests of Unibet Shareholders and Unibet SDR Holders as a whole and that any relevant conditions have been satisfied or waived,
the application by the Company to the Stockholmsbörsen to have the Swedish Depositary Receipts over shares in the Company de-listed from Stockholmsbörsen’s Nordic List for trading on its market for listed securities be approved.
4. THAT the name of the Company shall be changed to "UGP plc"
London WC2B 6XF
By Order of the Board,
(1) A member (shareholder) of the Company who is entitled to attend and vote at EGM is entitled to appoint a proxy to attend the EGM and, on a poll, to vote in his/her place. A proxy need not be a member of the Company.
(2) Proxy form C is enclosed for use at this meeting. To be valid, completed forms of proxy must be returned so as to arrive at the registered office of the Company (c/o Alliotts, 5th Floor, 9 Kingsway, London WC2B 6XF, United Kingdom) not later than 48 hours before the time fixed for the holding of the meeting. The completion and return of the form of proxy will not preclude a member attending the meeting and voting in person, should he/she so wish. In addition, if proxy form C is not lodged by the relevant time, it may be physically delivered to the Chairman of the meeting prior to the commencement thereof.
(3) If you do not give a specific voting instruction on the resolution to be considered at the EGM, by placing a mark in the appropriate box, your proxy will be free to vote or abstain in relation to the resolution as he or she thinks fit. Unless you specifically instruct otherwise, your proxy may also vote or abstain as he or she thinks fit on any other business (including any amendments to the resolution to be proposed at the EGM) which may properly come before the EGM.
(4) The completion and return of a form of proxy will not prevent you from attending and voting in person at the EGM or any adjournment thereof, if you so wish.
(5) Holders of Swedish Depositary Receipts ("SDRs") over Unibet Shares who wish to attend and vote (in person or by proxy) at the EGM must be registered at VPC AB at 6 p.m. (Swedish time) on Friday, 6 October 2006 and must notify Skandinaviska Enskilda Banken AB (publ) ("SEB") of their intention to attend no later than 5 p.m. (Swedish time) on Thursday, 12 October 2006. This can either be done electronically by completing attendance notification card E provided on www.unibetgroupplc.com/EGM, "Notification to holders of Swedish Depositary Receipts in Unibet Group plc" or by completing attendance notification card E and returning the card to SEB, Merchant Banking, Depåbevisgruppen, R B6, SE -106 40 Stockholm, SWEDEN, as indicated on the attendance notification card as soon as possible and in any event by 5 p.m. (Swedish time) on Thursday, 12 October 2006.
(6) Provided attendance notification card E has been validly completed and returned, Holders of Swedish Depositary Receipts (SDRs) over Unibet Shares intending to attend the EGM entitled to vote at the EGM may vote in person at the meeting or they may appoint another person as their proxy to attend and vote in their stead. A proxy need not be a member of the Company. Proxy form C for use at the EGM is provided on the company´s web site www.unibetgroupplc.com
(7) Holders of SDRs over Unibet Shares are requested to complete and sign proxy form C in accordance with the instructions printed thereon and return this either by post or by hand to Alliotts, 5th Floor, 9 Kingsway London WC2B 6XF United Kingdom, so as to be received as soon as possible and in any event at least 48 hours before the time fixed for the relevant meeting or any adjournment thereof. Forms of proxy returned by fax will not be accepted. If the proxy form is not lodged by the relevant time, it may be physically delivered to the Chairman of the EGM prior to the commencement of the meeting.
(8) If you do not give a specific voting instruction on the resolution to be considered at the EGM, by placing a mark in the appropriate box, your proxy will be free to vote or abstain in relation to the resolution as he or she thinks fit. Unless you specifically instruct otherwise, your proxy may also vote or abstain as he or she thinks fit on any other business (including any amendments to the resolution to be proposed at the EGM) which may properly come before the EGM.
(9) Notwithstanding completion of proxy form C, in accordance with the terms and conditions attaching to the SDRs over Unibet Shares, holders thereof will only be eligible to attend and vote at the EGM if they have validly completed and returned attendance notification card E.and are the registered owner of the SDRs over Unibet Shares in the VPC Register at 6 p.m. (Swedish time) on Friday 6 October 2006 (or, if there is any adjournment of the EGM, on such date which is ten (10) calendar days before the EGM).
(10) Only holdings of SDRs over Unibet Shares in the name of the owner are registered under the holder’s own name at VPC AB. Holders of SDRs whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the EGM, register their SDRs in their own name. Those holding nominee-registered SDRs must contact their custodian bank or brokerage to request that their holding be temporarily registered in their own name in good time before Friday, 6 October 2006.
(11) Conversions to and from SDRs and ordinary shares will not be permitted during the period from Friday, 6 October 2006 to Tuesday, 17 October 2006.
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