Quadrise Regulatory News (QED)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

25 SEPTEMBER 2015

INCREASED CASH OFFER

by

BAILEY ACQUISITIONS LIMITED

for

QUINTAIN ESTATES AND DEVELOPMENT PLC

1. Introduction

It was announced on 29 July 2015 that the boards of directors of Quintain Estates and Development PLC (Quintain) and Bailey Acquisitions Limited (Bidco), an investment vehicle indirectly controlled by Lone Star Real Estate Fund IV, had reached agreement on the terms of a unanimously recommended cash offer under which Bidco would offer to acquire the entire issued and to be issued share capital of Quintain at a price of 131 pence for each Quintain Share (the Original Offer). On 11 August 2015, Bidco published an offer document setting out the full terms and conditions of the Original Offer (the Original Offer Document).

On 18 September 2015, Bidco announced that the percentage of Quintain Shares required to satisfy the Acceptance Condition had been reduced to 75 per cent.

On 23 September 2015, Bidco announced that the Offer would be extended to 1.00 p.m. (London time) on 30 September 2015.

2. Increased Offer

The directors of Bidco are pleased to announce an increased cash offer under which Bidco would offer to acquire the entire issued and to be issued share capital of Quintain (the Increased Offer).

Under the terms of the Increased Offer, Quintain Shareholders will receive 141 pence in cash for each Quintain Share (the Increased Offer Price), valuing the entire issued and to be issued share capital of Quintain on a fully diluted basis at approximately £745 million. The Increased Offer is final and will not be further increased or extended beyond 1.00 p.m. (London time) on 10 October 2015 unless by that time it has become or been declared unconditional as to acceptances or, alternatively, another person has announced an intention to make an offer for Quintain.

The Increased Offer represents:

· a 10 pence per Quintain Share increase on the Original Offer; and

· a premium of approximately 31.8 per cent. to the Closing Price of 107 pence per Quintain Share on 28 July 2015, being the last Business Day before the date of the Rule 2.7 Announcement.

Save as set out in this announcement, the Increased Offer will be subject to the same terms and conditions as the Original Offer set out in the Original Offer Document. The Increased Offer will be a revision to the Original Offer and shall be construed accordingly.

In accordance with Rule 32.1 of the City Code, a revised offer document (the Revised Offer Document) containing details of the Increased Offer will be sent to Quintain Shareholders and persons with information rights by no later than Saturday 26 September 2015. The Revised Offer Document will also be made available on Bidco's website at www.baileyacquisitionslimited.com.

Quintain Shareholders who have previously validly accepted the Original Offer (and have not withdrawn those acceptances) will automatically be deemed to have accepted the Increased Offer by virtue of their prior acceptances and therefore need take no further action. For the avoidance of doubt, all Quintain Shareholders that accepted the Original Offer will receive the Increased Offer Price in respect of their Quintain Shares.

3. Financing of the Increased Offer

The cash consideration payable under the Increased Offer is being financed by a combination of equity to be invested indirectly by Lone Star Real Estate Fund IV and debt to be provided under the Credit Agreement.

Morgan Stanley, as financial adviser to Bidco, is satisfied that resources are available to Bidco sufficient to satisfy, in full, the cash consideration payable to Quintain Shareholders under the terms of the Increased Offer.

4. Quintain Share Plans

Participants in the Quintain Share Plans will be contacted to explain the effect of the Increased Offer on the proposals which have been made in respect of their options and awards.

5. Quintain Unsecured Loan Notes

Holders of the Quintain Unsecured Loan Notes will be contacted to explain the effect of the Increased Offer on the proposals which have been made in respect of their Quintain Unsecured Loan Notes.

6. Disclosure of Interests

As at the close of business on 23 September 2015, being the latest practicable date before this announcement, save for the acceptances and irrevocable undertakings referred to in paragraph 8 below, and as disclosed in this paragraph 7, neither Bidco nor any of the Bidco Directors nor, so far as the Bidco Directors are aware, any party acting in concert with Bidco:

(a) had any interest in, or right to subscribe for, any Quintain Shares; or

(b) had any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, in Quintain Shares, nor any arrangement in relation to Quintain Shares.

For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of Quintain Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Quintain Shares which may be an inducement to deal or refrain from dealing in such securities.

7. Acceptances and irrevocable undertakings

As at 5.00 p.m. (London time) on 24 September 2015, Bidco had received valid acceptances of the Original Offer (including acceptances pursuant to the undertakings set out below) in respect of 377,583,165 Quintain Shares, representing approximately 71.73 per cent. of the issued share capital of Quintain, all of which may be counted towards satisfaction of the acceptance condition under the Increased Offer. No acceptances had been received from Quintain Shareholders acting in concert with Bidco.

Before the announcement of the Offer on 29 July 2015, Bidco had received irrevocable undertakings to accept (or procure acceptance of) the Offer from each of the Quintain Directors who hold Quintain Shares in respect of his or her own beneficial holdings, totalling 1,690,927 Quintain Shares, representing approximately 0.3 per cent. of the ordinary share capital of Quintain in issue on 10 August 2015 (being the latest practicable Business Day prior to the date of the Offer Document). The irrevocable undertakings also extend to any Quintain Shares which are acquired by the relevant Quintain Director after the date of the Offer Document (including any Quintain Shares acquired or to be acquired under the Quintain Share Plans or pursuant to any exercise of the conversion rights related to the Quintain Unsecured Loan Notes). In addition, the irrevocable undertaking of Simon Carter extends to any Quintain Shares acquired by him under the terms of the Buy Out Agreement.

As at 5.00 p.m. (London time) on 24 September 2015, Bidco had received valid acceptances pursuant to these undertakings in respect of 1,693,988 Quintain Shares in issue, representing approximately 0.3 per cent. of Quintain's issued ordinary share capital. Such acceptances are included in the total number of valid acceptances referred to above, and continue to be valid in respect of the Increased Offer. Further details of the Quintain Director's irrevocable undertakings are contained in Appendix 2 to this announcement.

The percentages of Quintain Shares referred to in this announcement are based upon a figure of 526,394,699 Quintain Shares in issue.

8. Closing Date of the Increased Offer

Bidco announces that the Increased Offer will remain open for acceptance until 1.00 p.m. (London time) on the next closing date of the Increased Offer, which will be 14 days following the date on which the Revised Offer Document is published (or such later date as Bidco may determine).

Any extensions of the Increased Offer will be publicly announced no later than 8.00 a.m. (London time) on the Business Day following the date on which the Increased Offer was otherwise due to expire, or such later date or time as the Panel may agree.

Quintain Shareholders who have not yet accepted the Original Offer and who wish to accept the Increased Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on the next closing date set out in the Revised Offer Document.

9. Compulsory acquisition, cancellation of trading and re-registration

If Bidco receives acceptances under the Increased Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the Quintain Shares to which the Increased Offer relates by nominal value and voting rights attaching to such shares, Bidco intends to exercise its rights pursuant to section 979 of the Companies Act 2006 to acquire compulsorily the remaining Quintain Shares.

If the Offer becomes or is declared unconditional in all respects and if Bidco has by virtue of its shareholdings and acceptances of the Original Offer and Increased Offer acquired, or agreed to acquire, Quintain Shares representing at least 75 per cent. of the voting rights of Quintain, Bidco intends to procure the making of an application by Quintain for cancellation, respectively, of the trading in Quintain Shares on the London Stock Exchange's main market for listed securities and of the listing of Quintain Shares on the premium listing segment of the Official List. A notice period of not less than 20 Business Days before the cancellation will commence on the date on which the Offer becomes or is declared unconditional in all respects provided Bidco has attained 75 per cent. or more of the voting rights as described above or otherwise as soon as Bidco attains 75 per cent. or more of the voting rights of Quintain as described above. Delisting would significantly reduce the liquidity and marketability of any Quintain Shares not assented to the Original Offer or the Increased Offer.

It is also intended that, following the cancellations referred to above, Quintain will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

10. General

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Save as set out in this announcement, the Increased Offer will be subject to the same terms and conditions as the Original Offer set out in the Original Offer Document. Accordingly, your attention is drawn to the Original Offer Document, which is available on Bidco's website at www.baileyacquisitionslimited.com.

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement. Appendix 1 contains the bases and sources of certain information used in this announcement. Appendix 2 contains details of the irrevocable undertakings received in relation to the Increased Offer that are referred to in this announcement.

Terms and expressions used in this announcement shall, unless otherwise defined herein and save as the context otherwise requires, have the same meanings as given to them in the Original Offer Document.

Important notices relating to financial advisers and brokers

Morgan Stanley & Co. International plc (Morgan Stanley), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to Bidco and no one else in connection with the Increased Offer. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Increased Offer, the contents of this announcement or any other matter referred to herein.

Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Increased Offer or otherwise. The Increased Offer will be made solely by means of the Original Offer Document, the Revised Offer Document and the Form of Acceptance accompanying the Original Offer Document, which will contain the full terms and conditions of the Increased Offer, including details of how the Increased Offer may be accepted. Any response to the Increased Offer should be made only on the basis of information contained in those documents. Quintain Shareholders are advised to read the formal documentation in relation to the Increased Offer carefully.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States and the ability of Quintain Shareholders who are not resident in the United Kingdom or the United States to participate in the Increased Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States or Quintain Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Original Offer Document and will be contained in the Revised Offer Document.

The Increased Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, and will not be capable of acceptance by any such use, means, instrumentality or facility from within any Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Increased Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Original Offer Document and/or the Revised Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction.

Notes to US holders of Quintain Shares

The Increased Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Increased Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Increased Offer is being made for the securities of an English company with a listing on the London Stock Exchange. The Increased Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on Quintain included in the Original Offer Document and the Revised Offer Document has been prepared in accordance with IFRS and may therefore not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Increased Offer by a US holder of Quintain Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Quintain Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Increased Offer. Furthermore, the payment and settlement procedure with respect to the Increased Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Increased Offer will be made (including in the United States) by Bidco and no one else. Neither Morgan Stanley nor any of its affiliates, will be making the Increased Offer in (or outside) the United States.

It may be difficult for US holders of Quintain Shares to enforce their rights and any claim arising out of US federal securities laws, since Bidco is incorporated under the laws of Jersey and Quintain is incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Bidco and Quintain are located outside the United States. US holders of Quintain Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Increased Offer, passed comment upon the fairness or merits of the Increased Offer or passed comment upon the adequacy or completeness of this announcement, the Original Offer Document or the Revised Offer Document. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Quintain, other than pursuant to the Increased Offer, at any time prior to completion of the Increased Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code, the rules of the London Stock Exchange and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Morgan Stanley and its affiliates will continue to act as exempt principal traders in Quintain Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be deemed to be publicly disclosed in the United States.

Notice to Australian holders of Quintain Shares

The Increased Offer is being made for the securities of a English company with a listing on the London Stock Exchange and is regulated primarily by UK laws. Accordingly, the Increased Offer is not made under or regulated by Chapter 6 of the Corporations Act 2001 (Cth). The content of this announcement, the Original Offer Document and the Revised Offer Document is subject to UK disclosure requirements which are different from the disclosure requirements under Australian law. Neither the Australian Securities and Investments Commission nor the Australian Securities Exchange has: (i) approved or disapproved of the Increased Offer; (ii) passed judgment over the merits or fairness of the Increased Offer; or (iii) passed judgment upon the adequacy or accuracy of the disclosure in this announcement, the Original Offer Document nor the Revised Offer Document.

Forward-looking statements

This announcement contains statements about Bidco and Quintain which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Quintain's operations and potential synergies resulting from the Increased Offer; and (iii) the effects of global economic conditions on Bidco's or Quintain's business.

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Bidco or Quintain. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward looking statements attributable to Bidco or Quintain or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Neither Bidco nor any of its associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Other than in accordance with its legal or regulatory obligations, Quintain is not is under any obligation and Bidco and Quintain each expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of Bidco or the Quintain Group. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Quintain Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecast

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements

be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the

preceding financial periods for Quintain.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Quintain Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Quintain Shareholders, persons with information rights and other relevant persons for the receipt of communications from Quintain may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Publication on website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Bidco's website at www.baileyacquisitionslimited.com and on Quintain's website at www.quintain.co.uk by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt the contents of those websites are not incorporated, and do not form part of, this announcement.

Quintain Shareholders may request a hard copy of this announcement by contacting Sandra Odell, the Company Secretary of Quintain, during business hours on +44 (0)20 3219 2136 or by submitting a request in writing to Sandra Odell, Company Secretary, Quintain Estates and Development PLC, 43-45 Portman Square, London, W1H 6LY. Quintain Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix 1

GENERAL Sources of Information and Bases of Calculation

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a) The value attributed to Quintain's entire issued and to be issued share capital as implied by the Increased Offer Price stated in paragraph 2 of this announcement is based on 526,394,699 Quintain Shares in issue as at close of business on 24 September 2015 plus a maximum of 2,064,862 Quintain shares which will be the result of the vesting of options/awards and an Increased Offer Price of 141 pence per Quintain Share.

(b) All prices and closing prices for Quintain Shares are closing middle market prices derived from the London Stock Exchange Daily Official List.

(c) The volume weighted average closing prices are derived from Capital IQ data.

(d) The International Securities Identification Number for the Quintain Shares is GB0007184442.

Appendix 2

DETAILS OF Irrevocable Undertakings

The following Quintain Directors have given irrevocable undertakings to accept or procure the acceptance of the Increased Offer in relation to the following Quintain Shares:

The irrevocable undertakings also extend to any Quintain Shares which are acquired by the relevant Quintain Director after the date of this announcement (including any Quintain Shares acquired under the Quintain Share Plans or pursuant to any exercise of the conversion rights related to the Quintain Unsecured Loan Notes). In addition, the irrevocable undertaking of Simon Carter extends to any Quintain Shares acquired by him under the terms of the Buy Out Agreement.

The obligations under the irrevocable undertakings will lapse immediately if the Increased Offer lapses or is withdrawn.