THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this Document, or what action you should take, you should consult a person authorised under the Financial Services and Markets Act 2000 (as amended) (FSMA) who specialises in advising on the acquisition of shares and other securities immediately. If you have sold or otherwise transferred all of your ordinary shares in InterBulk Investments plc, please send this Document, together with the accompanying Proxy Form, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Application will be made for the entire issued and to be issued ordinary share capital of InterBulk Investments plc to be admitted to trading on the AIM market of London Stock Exchange plc (AIM). It is expected that Admission will become effective and dealings in the issued and to be issued Ordinary Shares will commence on 11 April 2007. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority and the AIM Rules are less demanding than those of the Official List of the UK Listing Authority. A prospective investor should be aware of the risks involved in investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. It is emphasised that no application has been made or is being made for the admission of such securities to the Official List of the UK Listing Authority. Neither the UK Listing Authority nor London Stock Exchange plc have examined or approved the contents of this Document. A copy of this Document, which is drawn up as an Admission Document in accordance with the AIM Rules, has been issued in connection with the application for admission to trading of the issued and to be issued Ordinary Shares on AIM. The Placing and Admission will not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and, accordingly, this Document does not constitute a prospectus for these purposes and has not been pre-approved by the Financial Services Authority (FSA) pursuant to section 85 of FSMA. Your attention is drawn to the Risk Factors set out in Part II of this Document and to the paragraph headed Forward Looking Statements on page 4.

InterBulk Investments plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 5308244)

Proposals for a placing of 140,000,000 Ordinary Shares of 10 pence each at 20 pence per share Acquisition of the entire issued share capital of United Transport International Limited Notice of Extraordinary General Meeting Waiver of Rule 9 of the Code and Admission to trading on AIM
NOMINATED ADVISER CITY FINANCIAL ASSOCIATES LIMITED BROKER PANMURE GORDON (BROKING) LIMITED

ORDINARY SHARE CAPITAL ON ADMISSION

Authorised Amount Number 40,000,000 400,000,000 Ordinary Shares of 10p each

Issued and fully paid Amount Number 30,289,204.10 302,892,041

The Directors, whose names are set out on page 5, and the Company, accept responsibility for the information contained in this Document, including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with this Document and/or the Placing, no person is authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representations must not be relied upon as having been so authorised. The Placing Shares and Consideration Shares will, on Admission, rank pari passu in all respects with all other Ordinary Shares in issue and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company. Notice of an Extraordinary General Meeting to be held at 11.00 a.m. on 10 April 2007 at 1 Redwood Crescent, East Kilbride, Glasgow G74 5PA is set out at the end of this Document. To be valid, the accompanying Proxy Form for use at the Extraordinary General Meeting should be completed and deposited, in accordance with the instructions printed thereon, with the Companys registrars, Capita Registrars, at Proxy Processing Centre, Telford Road, Bicester OX26 4LD or by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in any event so as to arrive no later than 48 hours before the time fixed for the Extraordinary General Meeting.

City Financial Associates Limited, which is regulated in the United Kingdom by the FSA and is a member of London Stock Exchange plc, is the Companys nominated adviser for the purpose of the AIM Rules. City Financial Associates Limiteds responsibilities as the nominated adviser to the Company are owed solely to London Stock Exchange plc. City Financial Associates Limited is acting for the Company and no one else in connection with the arrangements described in this Document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of City Financial Associates Limited or for advising any other persons on the arrangements described in this Document. City Financial Associates Limited has not authorised the contents of this Document or any part of it and (without limiting the statutory rights of any person to whom this Document is issued) no liability whatsoever is accepted by City Financial Associates Limited for the accuracy of any information or opinions contained in this Document or for the omission of any material information for which the Company and its Directors are solely responsible and no warranty, express or implied, is made by City Financial Associates Limited as to any of the contents of this Document. Panmure Gordon (Broking) Limited, which is regulated in the United Kingdom by the FSA, is the Companys broker for the purpose of the AIM Rules. Panmure Gordon (Broking) Limiteds responsibilities as the broker to the Company are owed solely to London Stock Exchange plc. Panmure Gordon (Broking) Limited is acting for the Company and no one else in connection with the arrangements described in this Document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Panmure Gordon (Broking) Limited or for advising any other persons on the arrangements described in this Document. Panmure Gordon (Broking) Limited has not authorised the contents of, or any part of, this Document and (without limiting any statutory rights of any person to whom this Document is issued) no liability whatsoever is accepted by Panmure Gordon (Broking) Limited for the accuracy of any information or opinions contained in this Document or for the omission of any material information for which the Company and its Directors are solely responsible and no warranty, express or implied, is made by Panmure Gordon (Broking) Limited as to any of the contents of this Document. The distribution of this Document outside of the UK may be restricted by law. No action has been taken by the Company or City Financial Associates Limited or Panmure Gordon (Broking) Limited that would permit a public offer of shares in the Company or possession of this Document where action for those purposes is required. Persons outside of the UK who come into possession of this Document should inform themselves about and observe any restrictions on the Placing of new Ordinary Shares and/or the distribution of this Document in their particular jurisdiction. Failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy, Existing Ordinary Shares or new Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. In particular, this Document must not be taken, transmitted, distributed or sent, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or South Africa or transmitted, distributed or sent to or by any national, resident or citizen of such countries. Accordingly, neither the Existing Ordinary Shares nor the new Ordinary Shares may, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States of America, Canada, Australia, Japan or South Africa or in any other country, territory or possession where to do so may contravene local securities laws or regulations. The Existing Ordinary Shares and the new Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state of the United States of America, any province or territory of Canada, Australia, Japan or South Africa and they may not be offered or sold directly or indirectly within the United States of America or Canada, Australia, Japan or South Africa or to or for the account or benefit of any national, citizen or resident of the United States of America, Canada, Japan or South Africa or to any US person (within the definition of Regulation S made under the US Securities Act 1933 (as amended)). Copies of this Document will be available to the public free of charge at the offices of City Financial Associates Limited, 6 Laurence Pountney Hill, London EC4R 0BL during normal business hours on any weekday (excluding public holidays) from the date of this Document until one month from Admission. THE WHOLE TEXT OF THIS DOCUMENT SHOULD BE READ. YOUR ATTENTION IS DRAWN, IN PARTICULAR, TO THE SECTION HEADED RISK FACTORS SET OUT IN PART II OF THIS DOCUMENT.

CONTENTS
Page Forward-Looking Statements Directors, Secretary and Advisers Definitions Glossary Placing Statistics Expected Timetable of Principal Events Part I Letter from the Chairman of InterBulk Investments plc 4 5 6 10 13 13 14 37 41

Part II Risk Factors Part III Historical Financial Information on InterBulk Investments plc Part IV Historical Financial Information on United Transport International Limited A Audited financial statements for the year ended 30 September 2005 B Audited financial statements for the year ended 30 September 2006 C Report from Grant Thornton in respect of the IFRS financial information for the year ended 30 September 2006 D IFRS financial information for the year ended 30 September 2006 Part V Unaudited Pro Forma Statement of Net Assets

86 107 132 133 163

Part VI Historical Financial Information on Atorka Group hf A Financial statements for the year ended 31 December 2005 B Interim financial statements for the nine month period ended 30 September 2006 Part VII Additional Information Notice of Extraordinary General Meeting 166 184 198 239

Forward Looking Statements

This Document contains forward-looking statements. These statements relate to the Enlarged Groups future prospects, developments and business strategies. Forward looking statements are identified by their use of terms and phrases such as believe, could, envisage, estimate, intend, may plan, will or the negative of those, variations or comparable expressions, including references to assumptions. These statements are primarily contained in Parts I and II of this Document. The forward-looking statements in this Document are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Certain risks to and uncertainties for the Enlarged Group are specifically described in Part II of this Document headed Risk Factors. If one or more of these risk factors or uncertainties materialises, or if the underlying assumptions prove incorrect, the Enlarged Groups actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward-looking statements relate only to the position as at the date of this Document. Neither the Directors nor the Company undertake any obligation to update forward-looking statements or Risk Factors, other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

DIRECTORS, SECRETARY AND ADVISERS

Directors William John Thomson, OBE, Chairman Jacobus Cornelis Jozef van Wissen, Chief Executive Officer Roelof Molenaar, Chief Financial Officer Scott Thomas Cunningham, Corporate Finance Director James Allan McColl, OBE, Non-executive Director Eric van der Werff, Non-executive Director Graeme Bissett, Non-executive Director all of One London Wall London EC2Y 5AB Company Secretary and Registered Office Nominated Adviser Scott Thomas Cunningham One London Wall London EC2Y 5AB City Financial Associates Limited Pountney Hill House 6 Laurence Pountney Hill London EC4R 0BL Panmure Gordon (Broking) Limited Moorgate Hall 155 Moorgate London EC2M 6XB PricewaterhouseCoopers LLP Kintyre House 209 West George Street Glasgow G2 2LW Dundas & Wilson CS LLP 191 West George Street Glasgow G2 2LD Norton Rose Kempson House Camomile Street London EC3A 7AN Bank of Scotland 123 St Vincent Street Glasgow G2 5EA Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Berwin Leighton Paisner Adelaide House London Bridge London EC4R 9HA Grant Thornton UK LLP No 1 Whitehall Riverside Whitehall Road Leeds LS1 4BN

Broker

Auditors to the Company

Solicitors to the Company

Solicitors to the Placing

Bankers

Registrars to the Company

Solicitors to UTI

Reporting Accountants and Auditors to UTI

DEFINITIONS
The following terms apply in this Document unless the context requires otherwise: Acquired Loan Stock Acquisition Resolution Acquisition Act Admission AIM AIM Rules the 7,800,000 of Secured Loan Stock issued by UTI Resolution 1 set out in the Notice the share acquisition proposed to be effected pursuant to the UTI Acquisition Agreement the Companies Act 1985, as amended the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules the market of that name operated by the London Stock Exchange the rules for AIM companies published by the London Stock Exchange governing admission to, and the operation of, AIM, as amended the Articles of Association of the Company Atorka Group hf, an investment company listed on the Icelandic Stock Exchange the audit committee of the Board the directors of the Company as at the date of this Document whose names appear on page 5 of this Document a trading division of Capita IRG Plc City Financial Associates Limited CleanCat Technologies Limited Clyde Blowers Limited Clyde Materials Handling Limited The Takeover Code InterBulk Investments plc the 65,000,000 Ordinary Shares to be issued at Admission as part of the consideration for the Acquisition and the acquisition of the Acquired Loan Stock the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo is the Operator (as defined in the CREST Regulations) CRESTCo Limited, the operator of CREST the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended, and any applicable rules made under these Regulations the Disclosure and Transparency Rules forming part of the FSA Handbook

Articles Atorka Audit Committee Board or Directors Capita Registrars CFA CleanCat Clyde Blowers Clyde Materials Handling or CMH Code or Takeover Code Company or InterBulk Consideration Shares

CREST

CRESTCo CREST Regulations

Disclosure and Transparency Rules

Earn Out Shares

the Ordinary Shares to be issued as part of the consideration for InBulk in 2006 as further described in paragraph 12.3.3 of Part VII of this Document the Company and its subsidiaries and subsidiary undertakings following the completion of the Acquisition the Ordinary Shares in issue upon Admission, comprising the Existing Ordinary Shares, the Consideration Shares and the Placing Shares the number of Ordinary Shares in issue at the date of this Document, being the Existing Ordinary Shares the 97,892,041 Ordinary Shares in issue as at the date of this Document the existing warrants to subscribe for Ordinary Shares, details of which are set out in paragraph 7.1 of Part VII of this Document the extraordinary general meeting of the Company to be held at 1 Redwood Crescent, East Kilbride, Glasgow G74 5PA on 10 April 2007 at 11.00 a.m., notice of which is set out at the end of this Document the facility agreements dated 16 March 2007 between the Company and Bank of Scotland pursuant to which Bank of Scotland agrees to lend the Company in aggregate 90.5 million, further details of which are set out in paragraph 12.4.1 of Part VII of this Document the Financial Services Authority the Financial Services and Markets Act 2000, as amended the Enlarged Share Capital together with the maximum number of Earn Out Shares and the number of Ordinary Shares to be issued pursuant to exercise of the Options (as set out in paragraph 2.12.1 of Part VII of this Document), the Existing Warrants and the Proposed Warrants the Company and its subsidiaries prior to completion of the Acquisition as the context requires or permits International Financial Reporting Standards as adopted in the European Union InBulk Technologies Limited Shareholders other than Atorka Icelandic Krna, being the currency of Iceland. The exchange rate as at 12 March 2007 (being the latest practicable date prior to publication of this Document) was 1:ISK131 London Stock Exchange plc the notice of the EGM set out at the end of this Document the options under the Unapproved Option Scheme

Enlarged Group Enlarged Share Capital

Existing Ordinary Share Capital Existing Ordinary Shares Existing Warrants Extraordinary General Meeting or EGM

Facility Agreements

FSA FSMA Further Enlarged Share Capital

Group IFRS InBulk Independent Shareholders ISK

London Stock Exchange Notice Options

Orderly Market Agreement

the orderly market agreement dated 16 March 2007 among CFA (1), Panmure Gordon (2), Close Securities Limited (3), Victor William Martin (4), John Neilson Adam Marshall (5), Guilderstone Limited (6), Caledonia Investments plc (7) and John Neilson Adam Marshall and Oliver David John Marshall (as trustees of the JNA Marshall Trust) further details of which are set out in paragraph 12 of Part I of this Document ordinary shares of 10 pence each in the capital of the Company with ISIN GB00B058TH36 the Takeover Panel Panmure Gordon (Broking) Limited those persons subscribing for the Placing Shares in the Placing at the Placing Price the conditional placing of the Placing Shares by Panmure Gordon as agent for the Company as described in this Document, pursuant to the Underwriting Agreement 20p per Placing Share 140,000,000 Ordinary Shares to be issued pursuant to the Placing the Acquisition, Placing, Admission and Waiver, all as further described in this Document the proposed warrants to subscribe for Ordinary Shares, which proposed warrants are proposed to be issued as described in paragraph 11 of Part I of this Document, details of which are set out in paragraph 7.2 of Part VII of this Document the form of proxy sent to Shareholders with this Document for use in connection with the Extraordinary General Meeting the remuneration committee of the Board the resolutions set out in the Notice 28,400,000 of outstanding Guaranteed Secured Loan Stock issued by UTI in 2000 as constituted by deed dated 9 June 2000 holders of Ordinary Shares UBC Limited, being the primary trading company and Dry Bulk container business of UTI the United Kingdom of Great Britain and Northern Ireland Generally accepted accounting principles in the United Kingdom the FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA the unapproved share option scheme of the Company, details of which are set out in paragraph 8 of Part VII of this Document

Ordinary Shares Panel or Takeover Panel Panmure Gordon Placees Placing

Placing Price Placing Shares Proposals Proposed Warrants

Proxy Form Remuneration Committee Resolutions Secured Loan Stock Shareholders UBC UK UK GAAP UK Listing Authority Unapproved Option Scheme

Underwriting Agreement

the conditional agreement dated 16 March 2007, among the Company (1), the Directors (2), Panmure Gordon (3) and CFA (4) relating to the Placing, further details of which are set out in paragraph 12.1.1 of Part VII of this Document the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia and any area subject to its jurisdiction United Transport Bulk, a division of UTT United Transport International Limited the agreement dated 16 March 2007 among the Company (1) and the shareholders of UTI (2) under which the Company has conditionally agreed to acquire (a) the entire issued share capital of UTI and (b) the Acquired Loan Stock, further details of which are set out in paragraph 12.3.1 of Part VII of this Document UTI and its subsidiaries and subsidiary undertakings United Transport Tankcontainers Holdings B.V. and, where the context permits, any or all members of the UTT Group United Transport Tankcontainers B.V. UTT and/or all or any of its subsidiaries as the context requires or permits United Transport Tankcontainers Inc United Transport Tankcontainers Limited the waiver by the Panel of the obligations of Atorka under Rule 9 of the Code, as approved by the Independent Shareholders and as described in this Document a holder of Existing Warrants Yardbrace Limited

US or USA

utb UTI UTI Acquisition Agreement

UTI Group UTT UTT BV UTT Group UTT Inc UTT Ltd Waiver

Warrantholder Yardbrace

GLOSSARY
The following terms apply in this Document unless the context requires otherwise: Bag-in-Box a method used for the transportation and storage of certain Dry Bulk materials. Standard 20ft and 40ft ISO Dry Bulk Containers and 30ft special Dry Bulk Containers are fitted with a plastic liner before materials are loaded. Discharge of materials is effected by tipping the Container to an angle that makes the material flow under gravity in combination with a pneumatic conveying system the Chemical Distribution Institute (CDI) is an independent, non-profit making organisation funded by the chemical industry to provide risk assessment systems for the shipping and storage of Liquid Bulk chemicals. In full cooperation with the distribution industry, CDI has expanded activity and developed the Marine Packed Cargo (CDI-mpc) scheme. CDI-mpc provides audit data for each category of logistic service provider involved in the distribution supply chain for packaged chemicals a metal box structure of standard design, used to carry Dry Bulk in units. Containers can be 20, 30 or 40 feet in length. The standard measure of a container is a TEU (20 foot equivalent unit). Container ships are specially designed to carry Containers in slots or cells. Containers are stacked at all four corners by vertical posts. Some shipping lines now charter container slots on vessels operated by different companies all Tankcontainer moves by sea except Short Sea moves a method of pneumatic conveying which is best suited for transporting difficult or abrasive materials. The material is pushed along a pipe in the form of a plug at a relatively low velocity dry materials capable of transportation, such as chemicals, minerals and food products a method used for transportation and storage of certain dry bulk materials. Standard 20ft and 40ft ISO dry box Containers and 30ft special dry bulk Containers are fitted with a plastic liner before materials are loaded. Discharge of materials is affected by tipping the Container to an angle that makes the material flow under gravity in combination with a pneumatic conveying system a method used for the transportation and storage of certain liquid bulk materials. Standard Containers are fitted with a plastic liner before materials are loaded. Discharge of materials is effected by the material flow under gravity owned, leased or hired tankcontainers as set out in paragraph 4.1 of Part I of this Document refers to the movement of goods (in the same loading unit) by successive modes of transport without the handling of the goods themselves

CDI-mpc

Container

Deep Sea Dense Phase Pneumatic Conveying

Dry Bulk Flexi-Liners

Flexi-Tank

In-House Fleet Intermodal

10

ISO

International Standards Organisation, an international organisation which works with the United Nations to maintain standards for all applications of technology for global industry a range of fully portable silos, designed by InBulk and underpinned by Dense Phase Pneumatic Conveying technology, that can be easily and quickly erected to provide short term storage for Dry Bulk materials similar to a Tankcontainer except that it is used for the transportation of Dry Bulk powders and granules. The ISOVeyor is designed to include devices that allow the discharge of the Dry Bulk materials using Dense Phase Pneumatic Conveying techniques without the need for tipping (except for the V-Type ISO-Veyor) liquid materials capable of transportation in Tankcontainers, such as liquid chemicals and food products managed Tankcontainers as set out in paragraph 4.1 of Part I of this Document Quality, Health, Safety, Security and Environment Self Discharging Unit all Tankcontainer moves intra-Europe whether by sea or land normally a stainless steel vessel contained within a standard carbon steel frame used for the transportation of Liquid Bulk

ISO-Silo

ISO-Veyor

Liquid Bulk Managed Fleet QHSSE SDU Short Sea Tankcontainer

11

UTT Tankcontainer

InBulks H-Type ISO-Veyor

UBC 30ft Container in discharge 12

PLACING STATISTICS
Placing Price (pence) Number of Existing Ordinary Shares Number of Placing Shares Number of Consideration Shares Number of Ordinary Shares in issue immediately following Admission* Percentage of Enlarged Share Capital being placed Further Enlarged Share Capital Estimated gross proceeds of the Placing Market capitalisation following the Placing at the Placing Price 20 97,892,041 140,000,000 65,000,000 302,892,041 46.22 per cent. 336,374,576 28m 60.58m

* assuming that the Placing is subscribed in full, that the Consideration Shares are issued in full, that no Existing Warrants, Proposed Warrants or Options are exercised and no Earn Out Shares are issued.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Proxy Forms Extraordinary General Meeting Completion of the Acquisition and Admission and commencement of dealings in the Enlarged Share Capital CREST accounts credited for Placing Shares in uncertificated form Despatch of definitive certificates for the Placing Shares in certificated form 11.00 a.m. on 8 April 2007 11.00 a.m. on 10 April 2007 8.00 a.m. on 11 April 2007 11 April 2007 18 April 2007

13

Part I

PART I LETTER FROM THE CHAIRMAN OF INTERBULK InterBulk Investments plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 5308244) Directors William John Thomson, OBE, Chairman Jacobus Cornelis Jozef van Wissen, Chief Executive Officer Roelof Molenaar, Chief Financial Officer Scott Thomas Cunningham, Corporate Finance Director James Allan McColl, OBE, Non-executive Director Eric van der Werff, Non-executive Director Graeme Bissett, Non-executive Director To Shareholders and, for information only, to Warrantholders Dear Shareholder Proposals for a placing of 140,000,000 Ordinary Shares at 20 pence per share Acquisition of the entire issued share capital of UTI Limited Waiver of Rule 9 of the Code Notice of Extraordinary General Meeting and Admission to trading on AIM 1. INTRODUCTION Registered Office One London Wall London EC2Y 5AB

16 March 2007

The Company announced today that it had entered into the Acquisition Agreement, pursuant to which it has conditionally agreed to acquire the entire issued share capital of UTI for a total consideration of 79,500,000 on a debt and cash free basis (excluding asset finance liabilities of circa 12 million) plus 10,000,000 warrants in the Company exercisable at 25 pence exercisable for five years from the date of Admission. Further details of this agreement are contained in paragraph 11 of this Part I and paragraph 12.3.1 of Part VII of this Document. UTI provides Dry Bulk door to door logistics services mainly for the Chemical and Food industries within Europe, and is Europes leading provider of Bag-in-Box Dry Bulk transportation by fleet size.(1) The Company has also announced today that it is seeking to raise 28 million by means of a Placing of 140,000,000 Ordinary Shares at a price of 20 pence per share. Further details of the Placing are set out in paragraph 10 of Part I of this Document. The Acquisition constitutes a reverse takeover of InterBulk under the AIM Rules. The AIM Rules require that the Acquisition is subject to the prior approval of Shareholders, which is to be sought at the Extraordinary General Meeting, and the publication of a new admission document, which this Document comprises. In connection with the Placing, Atorka (an existing shareholder in the Company) has agreed to subscribe for 99,987,500 Ordinary Shares at the Placing Price. When taken together with the 23,550,000 Ordinary Shares held by Atorka at the date of this Document, Atorka will hold 123,537,500 Ordinary Shares on Admission, representing approximately 40.79 per cent. of the Enlarged Share Capital (assuming no Existing Warrants or Proposed Warrants or Options are exercised and no Earn Out Shares are issued). In view of the size of the potential shareholding of Atorka in the Company following the implementation of the Proposals, on completion of the Proposals, Atorka would be required (pursuant to Rule 9 of the Code) to make an offer for
Footnote: (1) Source: UTI executive directors, Hazardous Cargo Bulletin April 2006 and competitors websites

14

Part I the balance of the shares not already held by Atorka unless a waiver from this requirement is obtained from the Takeover Panel and that waiver is approved by the Independent Shareholders at an extraordinary general meeting. A resolution to approve such a waiver is included in the Notice. Further information is contained in paragraphs 14 and 15 of this Part I. The Proposals are conditional upon the passing of the Resolutions by Shareholders at the EGM. The purpose of this Document is to explain the background to and reasons for the Proposals, and why the Directors believe that the Proposals are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that you vote in favour of the Resolutions. If the Resolutions are duly passed at the EGM, InterBulks existing share quotation on AIM will be cancelled and it will apply for the Enlarged Share Capital to be re-admitted to AIM. If the Resolutions are approved by Shareholders, it is expected that dealings in the Enlarged Share Capital will commence on 11 April 2007. The unanimous recommendation of the Board is set out at the end of Part I of this Document. You should read this entire Document and your attention is drawn to Parts II to VII of this Document, which contain important information in relation to the Proposals. The attention of Shareholders is also drawn to the section entitled Forward Looking Statements on page 4 and to the risk factors set out in Part II of this Document. 2. REASONS FOR THE PROPOSALS InterBulk is a leading provider of Intermodal logistics solutions for the movement of Liquid and Dry Bulk commodities. InterBulk was incorporated in December 2004 and was admitted to trading on AIM on 31 December 2004. It acquired, by means of a reverse takeover, the entire issued share capital of UTT and InBulk in February 2006, simultaneous with an equity issue to raise 14.5 million. During 2006, InterBulk also established a new trading subsidiary CleanCat Technologies and started operations in a new division, utb. InterBulk principally consists of: UTT leading Tankcontainer operating company (third largest in the world by fleet size).(1) InBulk company with innovative new technology for movement of Dry Bulk materials. utb new division for movement of Liquid and Dry Bulk in containers with Flexi-Liners and FlexiTanks. CleanCat niche service business providing catalyst handling solutions for oil refineries. InterBulks vision is to grow the InterBulk Group through organic growth and acquisition. The aim is to have one integrated group operating using four forms of Intermodal container technology ISO-Tanks, ISO-Veyors, Flexi-Tanks and Flexi-Liners as shown on the diagram below:

Footnote: (1) Source: Hazardous Cargo Bulletin April 2006

15

Part I It is the view of InterBulk that the same external drivers impact on the use of each of these four technologies and that these four technologies also share many common internal operational factors. The external drivers are: Globalisation, as each of these specific areas play a similar part in facilitating the trend of increasing globalisation; Containerisation, which is a form of intermodal freight transportation, using standard ISO containers (also known as isotainers) that can be loaded and sealed, and then transported. Containerisation is an alternative method to traditional forms of packaging such as bags, pallets, road and rail tankers, parcel tankers and drums, and enables freight to be transported more securely and cheaply in larger quantities. World Container traffic has been growing rapidly over the past twenty years; Intermodal transport, which involves more than one mode of transport, including ships, rail, trucks and planes, without any handling of the freight itself when changing modes. The advantage of this method is that it reduces cargo handling, and so improves security, reduces damages and loss, and allows freight to be transported faster; Environmental forces, such as the need to reduce emission levels and congestion; Legislative changes, as all of the above specific areas are heavily regulated in a similar fashion to each other; and Economic forces such as the need to manage fuel, labour and shipping prices, and the reduced cost of packaging.

The following common internal operational factors affect each of these four forms of Intermodal technology. Addressing these should offer synergistic savings and the opportunity to build a substantial group with a full service offering in these areas: customers procurement global support network infrastructure, IT and communications knowledge, experience and know-how

UTI fits exactly into the above strategy and is the largest company (by fleet size) in the European chemical polymer (Bag-in-Box) Container market(1), with, it is believed, approximately a 50 per cent. market share. InterBulk intends to develop the underlying Dry Bulk business currently undertaken by UTI through a combination of acquisitions and organic growth especially outside Europe where UTI currently has limited penetration. The existing world-wide network of InterBulk will support this growth opportunity. The Directors believe that the Enlarged Group will have strong cash generation. As described in paragraph 3.12 of this Part I, two of InterBulks current directors, Koert van Wissen and Roel Molenaar, as well as several other managers and staff of InterBulk, have historic in-depth knowledge of certain of the UTI businesses given their previous involvement in these businesses. 3. 3.1 UTI Overview UTI largely comprises the core UBC business, which provides Dry Bulk door to door logistics services mainly for the chemical (plastic polymers) and food (principally sugar and starches) industries within Europe. UTIs fleet comprises approximately 13,500 (mostly 30 ft) Containers and approximately 360 specialist trailers, some of which are leased or HP funded. UBC operates the Containers and trailers for its own benefit. It subcontracts all remaining services such as shipping, haulage and maintenance. UBC utilises Bag-in-Box methodology (which is the same as InterBulks Flexi-Liner technology) which means that specialist plastic liners (some of which are made by a group company of UTI) are inserted into the Containers. The Container, with a liner fitted, is then filled with Dry Bulk product. Discharge on most occasions requires the Container to be tipped and the material then blown into a silo via a
Footnote: (1) Source: UTI executive directors, Hazardous Cargo Bulletin April 2006 and competitors websites)

16

Part I specialist discharge trailer designed by UBC. The liner is then discarded. The specialist nature of tipping trailers among outside contractors has led UTI to own a fleet of these trailers. UTI also comprises a number of related businesses: UBC obtains a significant amount of revenue from customers using Containers for storage as the Containers provide flexibility for the customers supply chain and stock holding. UBC takes no ownership of any stock or product at any stage of the process; UBC also manages a number of customer terminals certain of which are long term relationships. To varying degrees UBC will put Container handling and material discharge equipment and its own employees into these sites. At the moment UBC has six such sites operating in Europe; WorldBulk provides services within Europe and beyond using third party 20ft and 40ft Containers in both cases using Bag-in-Box and SDU technology; and Linertech Limited, a subsidiary of UBC, manufactures and provides specialist plastic Bag-inBox liners (which protect the cargo and prevent contamination within the Containers), both to UBC and to third party customers. Most of the liner manufacture is subcontracted to third parties in India although Linertech has its own facility near Leeds which develops the product and handles short term and specialist requirements. The quality and secure source of the liners is an important part of the UBC service. Global sales of Container liners in the market are growing at 10 per cent. per year(1).

UTI is based in Hull with a number of other offices in the UK and Europe, although several of these are either being closed or downsized as part of an ongoing re-organisation to centralise customer services and operations in Hull and reduce overheads. The UTI Group, however, retains a presence in its key locations which are set out in paragraph 3.11 below. Approximately half of UBCs revenue and profits are derived from movements to, from and within the British Isles. UBC has ventured outside Europe (via WorldBulk) but with limited success. This represents a significant opportunity for growth for the Enlarged Group. The UTI structure can be summarised as follows: UTI UBC Polymers and other chemicals Intermodal transportation of nonhazardous Dry Bulk chemicals in 30 foot Bag-in-Box Containers in Europe Revenue of 94.5m

Food Intermodal transportation of Dry Bulk food in 30 foot Bag-in-Box Containers in Europe

Storage Customers will utilise Containers to provide intermediate storage before the final delivery is made

Terminals The operation of terminals on behalf of customers, providing Container storage and management of logistics process Revenue of 4.3m

WorldBulk Transportation of nonhazardous Dry Bulk foods or chemicals in 20 or 40 foot lined Containers including to points outside Europe Revenue of 1.7m

Linertech Limited Supplier of liners for 30 foot, 20 or 40 foot ISOContainers. Approximately 40% of revenue is sales to external customers Revenue of 3.3m

Revenue of 16.1m

Revenue of 8.6m

Note: revenue numbers from financial year to 30 September 2006 Footnote: (1) Source: WCN May 2006

17

Part I 3.2 Summary financials In the year ended 30 September 2006, the UTI Groups turnover was 128 million (year to 30 September 2005: 136 million), earnings before exceptionals and goodwill amortisation, interest and tax were 8.2 million (year to 30 September 2005: 9.4 million). Net liabilities on the balance sheet at 30 September 2006 were 22.3 million (30 September 2005: 14.2 million). However, the majority of the capital invested in UTI by Close Brothers Private Equity in 2000 was provided in the form of the Secured Loan Stock, of which 28.4 million remained outstanding as at 30 September 2006. 22.4 million of this will be repaid following completion of the Acquisition with the balance of 6 million being acquired by the Company in exchange for the issue of certain ordinary shares to that value. Further details are set out in paragraph 11 of this Part I. This is a common form of financing in private equity transactions. Treating all shareholders interests as equity results in a net asset value of 6.1 million at 30 September 2006 (30 September 2005, 14.2 million). Please refer to paragraph 6 of this Part I of this Document on Current Trading and Prospects for the Enlarged Group for further details. The results for 2006 partially reflect a series of cost-cutting measures which included closure of a number of regional offices and movement of their activities to the head office in Hull. The full year effect of these measures is expected to be approximately 1.5 million in the year ending 30 September 2007. The underperforming Flexi-Tank business which manufactured and provided specialist liners for liquid products was closed in 2006. In 2006 a number of UTIs customers put their contracts out for re-tender, including certain of UTIs more important customers. Whilst UTI was successful in maintaining its position with most of these customers it did fail to win work in certain jurisdictions, including work from one of its more important customers, losing out to competitors on price. Some of this business has subsequently returned. Some customers also reduced their inventory levels due to higher raw materials prices resulting in lower levels of required storage which had a consequential adverse impact on UTIs gross margin. There were also a significant number of readjustments and reclassifications of one-offs previously charged and a number of asset write-downs and provisions. 3.3 Critical success factors The Directors believe that factors critical to UTIs success are: 3.3.1 Customer relationships paragraph 3.7 below contains an overview of UTIs customers. 3.3.2 Pricing pricing is generally agreed through customer framework agreements. The customer framework agreements generally establish a pricing and conditions matrix from which customers will order individual moves to be undertaken. Rising fuel costs and certain other transportation costs can mostly be passed on to customers as the same factors affect competitors. 3.3.3 Balancing of Fleet this is a critical dynamic of UTIs business and the traffic flows are continually changing. Repositioning of Containers, when empty, from one region to another, is expensive. As a result, the challenge is to ensure that the Fleet is well balanced around Europe having regard to anticipated demand in the various regions. In the financial year ended 30 September 2006, UTI spent approximately 8.8 million on repositioning of empty Containers. 3.3.4 Utilisation of Fleet as the Containers and trailers are UTIs main assets, it is critical that utilisation is maximised. Utilisation rates are measured regularly. 3.3.5 Maintenance and refurbishment of Fleet Containers require on-going repair and maintenance. In addition, a half-life refurbishment is carried out to extend the life of the Container to somewhere between 15 to 20 years. Managing this activity requires balancing the needs of the customers with the cash requirements of the business. There is currently a backlog in the half-life refurbishment of the Containers and the trailer fleet; consequently, refurbishment may need to be undertaken on a more accelerated basis than would otherwise be the case.

18

Part I 3.3.6 Cost control of service providers and overheads as UTI has an outsourcing strategy (similar to that of InterBulk), the cost control and performance levels of service providers are important factors in its business operations. In servicing its customers, UTI must balance the need to have a European network with the control of its fixed overheads. 3.3.7 Cash management because it is a business reliant on outsourcing, management can be focused on ensuring the efficient collection of debtors and ensuring appropriate payment terms are negotiated with service providers. These critical success factors are similar to those which apply to UTT, currently InterBulks largest subsidiary. This overlap further demonstrates the similarities between the two businesses. 3.4 Management Top level management in UTI comprises: Tim Carlisle, Managing Director Tim has been with the business in one form or another since 1985. Tim spent his formative years in logistics, joining P&O Ferrymasters as a management trainee in 1976. By 1983, Tim was running part of the Central European Sales for P&O Ferrymasters based in London. Tim then spent two years with Bell Lines in London as a Regional Manager before joining United Transport, a BET Plc subsidiary, in 1985. Tim was asked to undertake various development roles in United Transport, including general cargo containers, ISO flats and bulk Container operations. In 1992 Tim was given responsibility for IFF, the pioneer of moving bulk in 30 ft Bag-in-Box Containers in Europe. Tim left IFF in 1995 to join the board of IBC, IFFs European rival, as Commercial Director. In 2000, Rentokils Dry Bulk business, IFF, was merged with IBC to create UBC, a market leader in European bulk logistics. In 2002 Close Brothers, the majority shareholder of UTI, appointed Tim as Managing Director of UBC and a main board director of UTI. Alan Wilson, Finance Director Alan joined UBC in 2004 as Finance Director and a main board director of UTI. Alan qualified as a chartered accountant in 1982 and became a manager in 1985. From 1988 to 1996 Alan worked for Plumrose/VJS Foods initially as Financial Director and Company Secretary, and latterly in the final two years as Managing Director of the UK Group. Alan left VJS Foods in 1996 to join Clugston Group Limited, a diverse group including construction, distribution, plant hire and property development, as Group Finance Director and Company Secretary, where he remained until 2002. From 2002 to 2004 Alan was Finance Director of Wilton Food Group, a food service group, progressing to Managing Director of Swithenbank Foods (a subsidiary of 3663 Limited) in 2003. 3.5 Fleet At 30 September 2006, the fleet comprised approximately 13,500 (mostly 30 ft) Containers, 293 SDUs and 65 other trailers. This compares to the position of nine years ago, when the fleet comprised approximately 5,600 Containers at 30 September 1997. The approximate average age of the container fleet and the trailer fleet at 30 September 2006 is eight years. 85 per cent. of the Container fleet was acquired before 2002 which means that the half-life refurbishment is close to a peak requirement. The Group also owns a small number of other units including 20 foot boxes and Tankcontainers. Of the Container fleet, approximately 7,690 are owned and unencumbered by specific asset funding, approximately 3,880 are financed under hire purchase agreements with Barclays, HBoS and Lombard and approximately 1,970 are financed under operating leases with Lombard. Other items held under HP agreements include 86 trailers.

19

Part I The standard Containers for European Bag-in-Box polymer movements are 30 foot in length but are not widely available for hire on a spot basis. The standard shipping line Containers are 20 foot or 40 foot which can be hired on a spot basis. As a result, UBC is required to invest in their own Container fleet. The size of the UBC Container fleet gives them, through increased scale and presence, a significant competitive advantage for European business. A main reason for UTI winning business is that they are able to handle major flows within Europe that cannot be handled by competition. 3.6 UTI Strategy UTIs strategy addresses three key areas: core business, development activities and operational efficiencies: 3.6.1 Core Business UTI undertakes, to varying degrees, business for all of the key European polymer producers. UTI aims to increase its share of each of the polymer producers bulk logistics business. Food business currently represents a small proportion of UTIs business. UTI aims to increase the contribution from this area by marketing its services to major food producers and food commodity markets. UTI currently operate 6 logistics terminals within certain customers sites. UTIs objective is to install one logistics terminal per annum at strategic customer plant locations. 3.6.2 Development areas UTI aims to roll out its European model of moving and storing Dry Bulk products in Containers outside Europe. Key target areas are the Middle East and Far East. Inter continental movements are likely to be in 20 or 40 ft Containers as appropriate. Linertech Limited, a subsidiary of UTI, supplies the Bag-in-Box liners for Containers. It intends to increase its liner sales to the growing bulk market for 20 foot and 40 foot Containers in the Deep Sea market. 3.6.3 Operational Efficiencies UTI aims to reduce regional imbalances of Container movements by targeted selling in relevant markets. UTI also plans to develop new business for existing routes where lower costs have been achieved through improved procurement. 3.7 Customers UTIs top customers are in the chemical industry and include Advansa, Basell, Borealis, Dow, Eastman, ExxonMobil, Ineos, Invista, Sabic and Total. In the year to 30 September 2006, UTIs top 10 customers provided 63 per cent. of the UTI Groups revenue. Customers generally do not guarantee minimum levels of business so there is little secured income in the business. Prices are typically set for 12 months. Terms of trade are set out in framework agreements. The products transported are mostly commodities for the production of plastics. Customers choose logistic services based on the following key factors: health and safety, good service levels, pricing, communication and strength of key people. Part of the business is usually subject to competitive tender, on a one, two or three year rolling basis although UTI has secured some continuation of contracts historically without the need to re-tender. Customers of UTI typically use a mix of different modes of transportation to fulfil their needs, so are obtaining services not only from UTI and its direct competitors but from companies operating in other sectors of the transportation market, some being pressurised containers, packed product or silo trucks.

20

Part I 3.8 Market background 3.8.1 Polymer Market Polymers are a key component in the manufacture of plastics and packaging is the most important sector for plastics, accounting for nearly 50 per cent. of consumption. After packaging, the building industry is the next major consumer of plastics products. The polymer chain starts with oil and gas production. Oil and gas mixture is separated into different products in the refinery by distillation. These products then go through a cracking process in which hydrocarbon molecules (naphtha, ethane and liquefied petroleum gases) are modified at high temperatures into new molecules with other properties. These include the gases ethylene and propylene (olefins), which are feedstocks for polymerisation into polymers. Ethylene and propylene then form long molecular chains, called polymers, in a reaction process, in a polymerisation plant. Polymers are designed for specific applications and are delivered to customers in the plastics converting industry, usually as 2-3mm particles. These are pellets or granules, packed in bags or in bulk. Plastic converters melt polymers, and process them into the plastic products used every day: packages, bags, films, ropes, fibres, pipes, wire and cables, and moulded parts for cars, appliances, furniture, toys and housewares. Commonly used polymers include polyethylene, polypropylene, polyvinyl chloride (PVC), polyethylene terephthalate, polystyrene and polycarbonate, which together make up, the Directors believe, nearly 98 per cent. of all polymers and plastics encountered in daily life. There has been a significant increase in the volume of polymer moved by bulk distribution methods in recent years. Currently, for the major polymers, a large proportion of deliveries are carried out by bulk methods. The Bag-in-Box transportation solution for Dry Bulk in Europe is still smaller in terms of overall market share than other, more traditional methods of transportation (including silo trucks), and the Directors believe that the possibility of further substitution towards Bag-in-Box is a potential growth factor for UTI. The import of polymers from the Middle East has made a significant impact on the European resin industry over the last 20 years, however, the pace of these developments is increasing. In order to develop stronger links with the Middle Eastern polymer plants it is necessary to offer logistics solutions, not just the movement of product. 3.8.2 Other Markets Within the food sector, UTI is focussed principally on sugar and starch. The reform of the EU sugar regime will lead some European countries to cease sugar production. This has already started to occur with the decision in Ireland to no longer plant sugar beet. This has created an excellent opportunity for UTI in Ireland, Italy and Spain, as sugar is suitable to be transported to these countries in Bag-in-Box Containers. UTI is currently assessing the technical requirements of other possible markets for Bag-in-Box to see what would be needed to penetrate these markets. These other markets include food products such as starch, cereals, rice and maize which are moved in Dry Bulk form. These products are compatible with UTIs bulk handling systems today. 3.9 Competitors UTI is Europes leading provider of Bag-in-Box Dry Bulk transportation for the chemical polymer sector by fleet size. Within its market, Bertschi is the nearest competitor by fleet size, which the Directors believe is now approximately 5,500 Dry Bulk Containers after it bought Nordic Bulkers in 2005.

21

Part I The Directors believe that the fleet sizes of UTI and its direct Bag-in-Box competitors are as follows: Operator UTI Bertschi Bulkhaul Bruhn Schmidt Vos Fleet size (Approx) 13,500 5,500 4,200 3,000 1,000 1,000

Barriers to entry are high in the Bag-in-Box market in which UTI operates, as the high capital expenditure required to acquire a large enough fleet from a competitor or buy individual Containers and specialist trailers together with the time required to build up a network of customers and transportation service providers would preclude most potential competitors. A healthy regional Container fleet balance is needed for a competitor to compete on price and such equipment balance takes time to achieve. 3.10 Service providers The provision of shipping and road and rail haulage is outsourced by the UTI Group to third party service providers, as is Container maintenance and storage. Some of the factors which affect providers of transportation services to UTI and the prices those providers charge are as follows: increase in driver wages is a key issue across the transport industry. This has been caused by the shortage of skilled drivers, which is expected to be accelerated by the introduction in the European Union of regulations under the working time directive. While this is a cost for Container operators, it hits silo trucks harder and may be a further factor to encourage the move away from road haulage towards alternatives, which may include Intermodal solutions and drop and swap systems as promoted by UTI at its terminals; and Container operators may be faced with increases across a range of cost items. In most cases the increases can be passed on to customers, but there can be delays in achieving this and there are some costs that customers may refuse to pick up, such as increased security costs.

The repair and refurbishment of the entire Container fleet is outsourced mainly in the UK with some services provided in mainland Europe. UTI has storage capacity at third party sites. 3.11 Own offices and staff UTIs head office is in Hull, England and also has offices in Milan, Dusseldorf and Rotterdam. UTI also has other UK offices in Pettwood, Elland and Teesside. It has on-site logistics terminals at Carrington in the UK, Lillebonne and Saralbe in France, Uentrop in Germany, Schwechat in Austria and Porvoo in Finland. Staff numbers are approximately 233 at 14 March 2007. See paragraph 11 of Part VII of this Document for a full analysis of employee numbers. 3.12 Ownership The main shareholders of UTI are funds managed by Close Brothers Private Equity LLP, represented by Neil Murphy and John Snook on the Board and two former owner-managers of the business (John Marshall and Victor Martin) who are now non-executive directors. In 2000 Close Brothers Private Equity merged Rentokils Liquid and Dry Bulk Businesses (IFF Limited and ITC Limited) with Yardbraces Liquid and Dry Bulk Businesses (being IBC Limited and IBT Limited) to create UBC and UTT. Yardbrace was owned primarily by funds managed by Close Brothers Private Equity, John Marshall and Victor Martin. UBC and UTT were created as two separate operating units. During 2002, UTT was sold to a management buy-out team led by Koert van Wissen and Roel Molenaar, two current directors of InterBulk. Koert and Roel, having been closely involved

22

Part I in the two businesses for a number of years previously (see section 7 below), have a historic in-depth knowledge of the UBC business and operations. 4. INTERBULK

The InterBulk group currently consists of three operating companies, United Transport Tankcontainers Holdings B.V. (UTT) (including the United Transport Bulk (utb) division), InBulk Technologies Limited (InBulk) and CleanCat Technologies Limited (CleanCat). A brief summary on each is set out below: 4.1 UTT UTT is a logistics company principally offering transportation services for the movement of Liquid Bulk products to global companies using Intermodal Tankcontainers. UTT operates Tankcontainers for its own benefit and manages third party Tankcontainer fleets on behalf of some of its customers. UTT manages the logistics process typically from loading to unloading of product for its customers. UTT takes no stock or product ownership at any stage of the process. The provision of shipping, road and rail haulage and Tankcontainer cleaning, maintenance and storage is outsourced to third party service providers who must satisfy UTTs internal quality criteria. The UTT business was formed during the 1980s with an initial focus on Short Sea business. Since that time, under various ownerships, it has operated a fleet of Tankcontainers, predominantly offering clients a service of transporting liquids in Tankcontainers for a price agreed prior to each journey. Its business expanded in the early 1990s to offer that service globally. UTTs headquarters are in Rotterdam in the Netherlands and it operates from 13 offices and uses over 60 agents worldwide. It operates its In-House Fleet of 6,373 (as at 31 December 2006) Tankcontainers for its own benefit and a variable number of Tankcontainers in its Managed Fleet. The Directors believe that the UTT Groups principal assets are: its management and their expertise; its fleet of Tankcontainers; and its IT systems and global infrastructure.

During 2006 UTT established a new division called United Transport Bulk (utb) which provides logistics services using liner technology in box Containers (mainly 20 foot Containers). This is for movement of both Liquid and Dry Bulk materials. This division is in early stage development and has been established in the Far East. 4.2 InBulk InBulk, which began trading in 2003, is focused on the transportation, storage, discharge and conveying of a broad range of bulk solid materials (primarily Dry Bulk), including minerals, chemicals, petrochemicals, plastics, food, pharmaceuticals, grains and agricultural products, and a range of waste materials across a diverse industry spectrum. InBulk has developed technology that allows Dry Bulk materials to be moved efficiently in a form of Tankcontainer. This innovative approach is underpinned by Dense Phase Pneumatic Conveying technology which has been built into a form of Tankcontainer. The key product developed is InBulks ISO-Veyor, for which there are a range of designs to suit a wide range of powder, granular and slurry materials. There are a number of patents applied for around the world that have reached various stages. The ISO-Veyor product range offers a means of transportation, storage and discharge that can be handled anywhere in the world where standard Containers are in use. As the penetration of the technology increases, the Directors believe that ISO-Veyors will also be used in other industries partially to replace big-bags, flow-bins, standard bags and other forms of bulk transportation and storage.

23

Part I In addition to the ISO-Veyor product range, InBulk has also invented and designed a range of ISOSilos. Patent application has been made for the ISO-Silo product range. The Directors believe that this product range could achieve commercial application in the short term. The equipment and services of InBulk are offered as capital sales, lease rentals or logistics service contracts. 4.3 CleanCat During March 2006, a new subsidiary was established to ensure the effective commercialisation of new technology that has been designed for specialist application in the oil refining industry. Patent applications have been made for this application. The new catalyst changing system employs a Dense Phase Pneumatic Conveying technology to load and unload the catalyst. This is achieved by means of a pump, using a stream of pressurised air to convey the catalyst to the top of the reactor, with a simple modification also allowing the system to switch to vacuum unloading. During 2006 CleanCat executed its first commercial activity at ExxonMobils Fawley refinery in England. During November 2006, CleanCat signed a collaboration agreement with Mourik International (Mourik), a leading, global catalyst service provider from the Netherlands, under which the CleanCat system will be marketed to Mouriks existing customer base throughout the world. Mouriks clients include many of the worlds major oil companies. Together with the InBulk ISO-Veyor (which can move the catalyst to the refinery) InterBulk can provide a complete cradle to grave catalyst handling solution for customers. 4.4 Summary of results of InterBulk Highlights of the results of InterBulk for the nine months to 30 September 2006: Total revenue for the seven months of trading in the period of 59.1 million; Operating profit of 3.4 million, which is ahead of expectations; Profit before taxation of 1.5 million; UTT trading ahead of expectations successful alliance with Norbert Dentressangle to develop joint commercial activities and capabilities; First North American order secured by InBulk; and Expansion plans in China being actively pursued.

Whilst this report covers the nine month period to 30 September 2006 (after the Company changed its year end to coincide with UTT), it is important to note that the results represent only seven months of trading activity. 5. GROWTH AND SYNERGIES BETWEEN UTI AND INTERBULK

As noted in Section 2 the two businesses share common internal operational factors and the same external drivers for growth. The proposed Acquisition by InterBulk and planned integration would allow synergies in different areas to be explored. The largest area identified is likely to be on the procurement of subcontracted transportation services (such as trucking, shipping and rail) plus other direct costs areas such as storage, repair and purchasing of new Containers (the current combined transportation and related costs in Europe are approximately 145 million). Savings will not only be possible from leverage of the buying power that scale will provide but also importantly from the benefits provided in terms of physical number and frequency of certain transportation routes. A more balanced outsourcing of routing requirements is likely to lead to both the Enlarged Group and suppliers sharing in operational efficiencies. The main other area identified is optimising the European network (owned offices and agent offices) by combining locations, IT systems and resources. Also combining the technical know-how of both groups will, it is expected, drive further innovation particularly in Dry Bulk transportation.

24

Part I In addition, the Directors believe that excellent cross-selling opportunities will arise between the client bases of UTI and InterBulk to market each others products and services. There is already a degree of commonality in the customer bases of UTI and InterBulk. In addition, the Enlarged Group will provide a wider customer offering to allow new market development to be performed with greater impact. This for example would include maximising the opportunities which currently exist in Asia and the Middle East. In addition, the increased scale will also provide a significant worldwide network to launch new customer offerings such as the Flexi-Tank solutions for movement of non-hazardous liquids. This is being performed to a very small scale by both businesses but it is an exciting and fast growing market. Opportunities will exist to combine the manufacturing of Flexi-Tanks and Flexi-Liners, as well as to combine research and development for innovation. A key driver for growth of the Enlarged Group is the continued substitution from other modes of transportation and storage to Intermodal Containers. Containerisation reduces supply chain cost by speeding up transit through ports and carrying goods in the largest unit which can be conveniently handled and transported through the supply chain. Intermodal Containers still account for a minority of the transportation of the Worlds Dry Bulk and as a result the Directors believe that this represents a significant potential growth factor for the Enlarged Group. The Enlarged Groups growth will also be linked to the underlying growth in the sectors in which its customers operate. The chemical market is the main sector today for both InterBulk (as UTT moves liquid chemicals) and UTI (as UTI moves polymers, a form of dry chemicals). The global chemical industry expanded during the five years to the end of 2005, at a compound annual growth rate of approximately 3.3 per cent.(1) The established largest chemical markets of Europe and the United States have shown a steady growth over the five years to the end of 2005. Certain areas are growing much faster than the global average, notably China, which has experienced a compound annual growth rate of 14.5 per cent.(2) over that same five year period and is gaining ground on the established markets. Asia in general has had impressive growth of 5.9 per cent. in that same period. Industry sources expect the total seaborne chemical trade to continue to rise over the next five years. The Directors believe that, as globalisation and consolidation of producers of chemical commodities continue, products will travel further and in greater quantities. Other sectors such as minerals and food commodities will also play an important part in the future of the Enlarged Groups short to medium term growth opportunities but to a lesser extent than the chemicals market. The world ISO-Tank market extends to between 180,000 and 200,000 Tankcontainers. The top 10 operators have around 57 per cent. of the market. The market is worth approximately 1 billion. As with the Bag-inBox Dry Bulk market, barriers to entry are high given the capital required to build a fleet of an appropriate size. Customers increasingly demand a satisfactory track record on such issues as health and safety, security and environmental compliance. Growth areas in the Tankcontainer market include China, the Middle East and Eastern Europe. Because of the dynamics of the market place with new markets opening up there are more frequent changes in the flows of goods to and from markets. The recently announced alliance with Groupe Norbert Dentressangle SA should assist the Companys commercial objectives in this sector. 6. CURRENT TRADING AND PROSPECTS FOR THE ENLARGED GROUP

Trading in InterBulk since 30 September 2006 has been strong with activity levels high. In UTT, the Americas and Asia have performed well. InBulk had a strong first quarter, principally due to the delivery of delayed orders from the second half of the prior period. Trading in UTI since 30 September 2006 has been below expectations, mainly as a result of unplanned shutdowns at certain UK customer plants. These unplanned plant shutdowns led to a volume shortfall which could not be compensated for by other door to door activity. These trading disruptions, together with high demand at certain times elsewhere, led to higher than budgeted empty positioning costs. Most of this disruption has taken place in the polymers division. The customer losses noted in paragraph 3.2 above since
Footnotes: (1) Source: European Chemical Industry Council website as at 1 February 2007 (2) Source: European Chemical Industries Council

25

Part I re-tender last year have impacted sales as against the comparable prior period, as these re-tenders took place part way through the financial year to 30 September 2006. Certain other areas of the business (the Food and WorldBulk divisions) have performed better than the prior year, benefiting from growth, for example, in the sugar market. As a result of the above factors, sales for UTI in the period since 30 September 2006 have been behind the prior comparable period, although in January 2007 sales had returned to their prior year levels. However, despite reduced sales, operating profits have been ahead of the comparable prior period, reflecting cost and overhead savings implemented in the full year to 30 September 2006. Whilst there will be one-off costs as a result of the Acquisition, the Directors believe the synergies available to the Enlarged Group are significant. The Directors are confident about the Enlarged Groups prospects for the period to 30 September 2007 and beyond. 7. DIRECTORS

Details of the board of the Enlarged Group, following Admission and completion of the Acquisition, are set out below and are the same as the current InterBulk board: Executive Directors The executive directors will comprise: William (known as Bill) Thomson, Chairman (age: 48) Bill Thomson is the executive chairman of the Company. As an executive director he has worked within the Clyde Blowers portfolio of companies since 1992, holding many and varied posts in the UK and overseas. He has been responsible for the development of the Clyde Blowers portfolio in China, setting up 4 companies. Bill Thomson was the Chief Executive of CleanCut Technologies Limited, a subsidiary of Clyde Materials Handling, which developed solutions to environmental challenges in the offshore oil and gas industry, before its sale in October 2002. He is an Officer of the Order of the British Empire (OBE) for services to British exports, mainly in China, and was recently awarded an honorary degree from London Metropolitan University. He is also a Vice President of the China Britain Business Council. Bill Thomson is a Chartered Engineer with a BSc in Mechanical Engineering and is a member of the Institution of Mechanical Engineers. Jacobus (known as Koert) van Wissen, Chief Executive Officer (age: 54) Koert van Wissen joined UTTs predecessor, United Bos BV, in 1980 and, from 1980 to 1983, was employed as general manager of the Rotterdam Europoort office and was responsible for day-to-day running of the Liquid Bulk business between England and the European continent in road-tankers. Between 1983 and 1989, Koert had a number of roles, including General Manager of the Rotterdam business unit with responsibility for the restructuring of the packed logistics of Shell-Pernis. He was, during this time, General Manager for the newly founded Tankcontainer Division of United Bos BV and purchased the first Tankcontainers in its fleet. From 1989 to 1996, Koert was Operations Director of UTT. He started with a fleet of 350 Tankcontainers focussed mainly on Europe, which grew into a worldwide business with a fleet of 4,500 Tankcontainers. He was subsequently appointed as Business Development Director for worldwide operations and pricing structure during the time when UTT was owned by BET and Rentokil Initial. Between 1996 and 2000, Koert was Operations and Business Development Director of Initial Tank Containers, with responsibility for all worldwide operations and business development. In 2000, he was appointed managing director of UTTs predecessor, a subsidiary of Rentokil Initial, and, together with Roel Molenaar, led the management buy-out of UTT in 2002. Koert resigned as Chairman of the International Tank Container Organisation in early 2006. He held that role since April 1999. In November 2006, Koert was appointed as a board member of the European Chemical Transport Association.

26

Part I Roelof (known as Roel) Molenaar, Finance Director (age: 49) Roel Molenaar fulfilled various financial management positions, mainly in the transport and logistics sectors, before joining UTT in 1990, with posts at Seatrain, Trans Freight Lines, P&OCL and TNT. In each role, he had responsibility for a number of accounting and controlling staff. He then left the logistics sector, being headhunted by FHV-BBDO, the then largest advertising agency in the Netherlands. Roel was recruited by FHV-BBDO as trouble shooter with a mandate to set up a completely new and integrated finance department with clear internal and external reporting. Roel joined UTTs predecessor, a subsidiary of Rentokil Initial, in 1990 as finance director where he again was tasked with devising and implementing a completely new financial administration and controlling operation for all companies in the UTT Group. In addition to this, Roel was a main board member with responsibility for mergers and acquisitions as well as all external contacts with professional advisers, banks and insurers. He has several Dutch financial and business qualifications, which are comparable to a qualification held by a UK plc finance director. He is currently completing the final part (thesis) of an MBA at the Netherlands Business School. Together with Koert van Wissen, he led the management buy-out of UTT in 2002. Scott Cunningham, Corporate Finance Director (age: 35) Scott Cunningham has a Bachelor of Accountancy degree from the University of Glasgow. He obtained admission to the Institute of Chartered Accountants of Scotland in 1995. He joined the Clyde Blowers group in 2001 as Group Corporate Finance Manager. Since then he has been responsible for the review of acquisition targets, overview of consolidated financial reporting, business planning reviews and worldwide treasury and tax matters. Prior to joining Clyde Blowers, he was a senior manager with Arthur Andersen. His role in his first 7 years with Arthur Andersen was in the provision of assurance services to both public and private companies in a wide variety of industries including transport, oil support services, construction and engineering. During this period he performed audit work on financial statements and other reporting documents for companies listed on the London Stock Exchange. During his last 2 years at Arthur Andersen he had moved to focus on transaction support services, where he was involved in the provision of acquisition support for both companies and private equity/institutional investors. If the Proposals are implemented, the intention of the Board is for Scott Cunningham to remain as Corporate Finance Director for the InterBulk Group but with increasing responsibility for group consolidation and reporting, and for Roel Molenaar to have specific responsibility as finance director of the UTT Group. Alan Wilson, on whom further information is given in paragraph 3.4 above, will have specific responsibility as finance director of the UTI Group. Non-Executive Directors James (known as Jim) McColl, Non-Executive Director (age: 55) Jim McColl started his career as an engineering apprentice with Weir Pumps Limited in Glasgow. After six years in engineering and six years of part-time study, he left work to take up full-time study for a BSc degree in Technology and Business Studies on a four year course at Strathclyde University. After achieving a BSc degree with Honours in 1978, he returned to Weir Pumps Limited where he remained for three years while studying part-time for a Masters Degree in Business Administration. In 1981 he moved to a senior management position with Diamond Power Speciality Limited, an engineering company supplying equipment to the power industry worldwide. From 1981-1985 he studied part-time for a Masters Degree in International Accounting and Finance. In 1985 Jim was headhunted by Coopers & Lybrand as a senior consultant involved mainly in corporate care assignments. This meant working in various companies who were in financial difficulties and in need of turnaround. In 1986 he left Coopers & Lybrand to become a selfemployed company doctor and, after two successful turnarounds, in 1992 he bought 29.9 per cent. of Clyde Blowers plc, a small engineering company with a full listing on the London Stock Exchange. Prior to purchasing his stake in Clyde Blowers plc, it had a market capitalisation of 2.2 million. In 1999 Jim led a management buy-out of Clyde Blowers plc to take the company private. Over the past 10 years the Clyde Blowers portfolio has grown significantly and has developed into a portfolio of global engineering companies. During 2001 the Clyde Blowers business was reorganised into discrete independent companies focusing on core markets. These businesses each have their own ownership structure

27

Part I but what is common is that the Clyde Blowers executive team has been the driver of the strategic direction. Jim received the Alumnus of the Year Award from Strathclyde University in 1998, the Entrepreneurial Exchange Entrepreneur of the Year Award for 1999/2000 and the Ernst & Young Master Entrepreneur of the Year Award for 2001. In 2001 Jim was honoured in the Queens Birthday Honours List with an OBE. In November 2002 Jim was inducted into The Entrepreneurial Exchange Hall Of Fame. In November 2003 Jim was honoured by the Academic Board and the Court of Napier University with an award of Honorary Doctor of Business Administration. In July 2005 HRH The Duke of Edinburgh awarded Jim McColl with The Prince Philip Medal 2005 Certificate of Achievement for an outstanding contribution to the engineering industry. Graeme Bissett, Independent Non-executive Director (age: 49) Graeme Bissett is a Chartered Accountant, who was a senior partner with Arthur Andersen before becoming Group Director of Finance at Kwik-Fit Holdings plc from 1998-2001. He was a non-executive director of Belhaven Group plc, Scotlands largest brewing and pub group, until it was sold to Greene King plc in 2005 for 190m. He is currently providing consultancy services and non-executive roles to a number of companies including acting as a non-executive director of Macfarlane Group plc, the listed packaging group. Eric van der Werff, Independent Non-executive Director (age: 61) Eric van der Werff spent 34 years working for Royal Dutch Shell plc in a variety of roles, but latterly as Global Land Logistics Manager, where he had responsibility for procuring logistics services and managing logistics activities in the areas of transport, storage, warehousing and packaging for all chemical production and business locations globally. He is currently developing his consultancy business advising on logistics services. 8. FINANCIAL INFORMATION

The financial information on the Company and UTI is set out in Parts III and IV respectively of this Document. 9. RELATIONSHIP WITH CLYDE BLOWERS

Clyde Blowers is a management company based in East Kilbride, near Glasgow, which provides strategic and management advice to a portfolio of companies (including InterBulk), principally in the engineering and transportation sectors. Since the 28 February 2006 readmission and acquisitions of InBulk and UTT, Clyde Blowers has provided the services of Bill Thomson, Scott Cunningham and Jim McColl to InterBulk pursuant to the services agreement, details of which are set out in paragraph 12.5.1 of Part VII of this Document. Clyde Blowers has built up a proven track record of successfully integrating acquisitions. It will continue to apply its expertise to InterBulk, and seek opportunities to expand the Enlarged Group further both globally and in terms of scope. Bill Thomson and Jim McColl are directors and shareholders of Clyde Blowers as well as InterBulk. Clyde Process Solutions plc is another such company to which Clyde Blowers provides strategic and management services, and is an engineering-led solutions provider listed on AIM. Bill Thomson and Jim McColl are both directors and shareholders of Clyde Process Solutions plc, and Atorka is a shareholder in it, holding approximately 9.93 per cent. of its issued ordinary share capital. Certain of the Directors of the Company and directors of Clyde Blowers have agreed to subscribe for Ordinary Shares in the Placing described in the paragraph below. They are as follows:

28

Part I Cash amount of subscription () 554,987 193,082 188,787 63,144

Name Jim McColl Bill Thomson Alex Stewart Graham Lees 10. THE PLACING

Director of InterBulk and Clyde Blowers InterBulk and Clyde Blowers Clyde Blowers Clyde Blowers

The Company proposes to raise approximately 28 million (before expenses) by the allotment and issue of the Placing Shares at the Placing Price pursuant to the Placing. The Placing Shares will represent approximately 46.22 per cent. of the Enlarged Share Capital of the Company on Admission and approximately 41.62 per cent. of the Further Enlarged Share Capital. The proceeds of the Placing will be used to cover part of the cash consideration and costs of the Acquisition. The remainder of the cash consideration and costs of the Acquisition will be met by bank funding, as further described in paragraph 12.4.1 of Part VII of this Document. Pursuant to the Underwriting Agreement, Panmure Gordon has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price and, if and to the extent it is not able to procure subscribers, as principal to subscribe for the Placing Shares itself. Atorka has conditionally agreed to subscribe for 19,997,500 of the Placing which together with its existing shareholding equates to a total of approximately 40.79 per cent. of the Enlarged Share Capital of the Company. On this basis, on Admission it would hold more than 30 per cent. of the Enlarged Share Capital of the Company and would therefore require a waiver from the Takeover Panel of the obligations under Rule 9 of the Code which would need to be approved by the Independent Shareholders at a general meeting. Further details on this is given in paragraphs 14 and 15 below and in paragraph 17 of Part VII of this Document. A summary of the principal terms of the Underwriting Agreement is set out in paragraph 12.1.1 of Part VII of this Document. The obligations of Panmure Gordon under the Underwriting Agreement are conditional, inter alia, on: (a) the UTI Acquisition Agreement having become unconditional in all respects (save for any condition as to the Underwriting Agreement or the Facility Agreements having become unconditional or Admission having taken place); the Resolutions having been passed; the Facility Agreements having become unconditional in all respects (save for any condition as to the Underwriting Agreement or the UTI Acquisition Agreement having become unconditional or Admission having taken place); and Admission taking place by 8.00 a.m. on 11 April 2007 or such later date as Panmure Gordon and the Company may agree (being not later than 3.00 p.m. on 30 April 2007).

(b) (c)

(d)

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. Dealings in the Enlarged Share Capital are expected to commence on 11 April 2007. Groupe Norbert Detressangle SA has conditionally agreed to subscribe for 4,000,000 of the Placing, equating to 20,000,000 Ordinary Shares. Groupe Norbert Dentressangle SA is a France-based company listed on the Euronext exchange in Paris that is engaged in haulage services, contract distribution, logistics and global logistics solutions. It has entered into joint marketing agreements in respect of the UTT and InBulk businesses. Following the implementation of the Proposals, Groupe Norbert Dentressangle SA will have the right to appoint one Director to the Board of the Company at any one time.

29

Part I 11. THE UTI ACQUISITION AGREEMENT

Today, the Company entered into the UTI Acquisition Agreement. The headline consideration is 79.5 million, adjusted in respect of cash and debt and certain other matters by reference to the 30 September 2006 audited consolidated balance sheet of UTI. The adjustments include an addition for cash, and deductions for certain costs and provisions, and for agreed items of indebtedness of UTI. After making these adjustments, the amount payable upon completion of the transaction subject to certain minor completion adjustments is expected to be approximately 9.6 million, of which 5.2 million will be satisfied by the allotment and issue of Ordinary Shares to certain of the vendors, each Ordinary Share being taken to have a value equal to the Placing Price and ranking pari passu in all respects with the Placing Shares, with the balance being satisfied in cash. The Company has also undertaken to acquire the Acquired Loan Stock, being loan stock previously issued by UTI to funds managed by Close Brothers and others. The consideration for such acquisition is (i) the issue of 7.8 million of Ordinary Shares, each Ordinary Share being taken to have a value equal to the Placing Price and ranking pari passu in all respects with the Placing Shares and (ii) the grant of the Proposed Warrants, being warrants to subscribe for 10,000,000 Ordinary Shares at a subscription price of 25 pence per Ordinary Share. Further details of the Proposed Warrants are set out in paragraph 7.2 of Part VII of this Document. In addition the Company has undertaken to procure that, upon completion of the acquisition of UTI, UTI will repay to the holders thereof, the balance of the Secured Loan Stock, namely approximately 14.26 million. The Acquisition Agreement is conditional, inter alia, on the passing of the Resolutions, on the Underwriting Agreement remaining in force and being unconditional save in certain specified respects immediately prior to Admission and Admission. The Acquisition Agreement contains certain warranties given by the vendors in favour of the Company, including warranties in conventional terms as to their capacity to enter into the Acquisition Agreement and their title to shares in UTI. The Acquisition Agreement also contains commercial warranties, and indemnities in relation to tax, relating to the UTI Group given by certain of the vendors in favour of the Company. These commercial warranties and tax indemnities are subject to certain limitations on liability. Conditional on completion of the Acquisition Agreement the Company intends to purchase a policy of insurance against breach of certain of these warranties and tax indemnities. A more detailed summary of the Acquisition Agreement and further details of the insurance policy are set out at, respectively, paragraphs 12.3.1 and 12.3.6 of Part VII of this Document. 12. ORDERLY MARKET ARRANGEMENTS

Under the terms of the Orderly Market Agreement, certain of the major vendors, Close Brothers Securities Limited, Victor William Martin, John Neilson Adam Marshall, Guilderstone Limited, Caledonia Investments plc and John Neilson Adam Marshall and Oliver David John Marshall (as trustees of the JNA Marshall Trust) have undertaken to Panmure Gordon and CFA that they will not, and they will procure that their respective connected persons will not, sell or otherwise dispose of any interest in the Ordinary Shares beneficially owned or otherwise held or controlled by them on Admission (and any Ordinary Shares derived from such shares) for a period of twelve months from the date of Admission, other than in certain limited circumstances, in order to maintain an orderly market in the Ordinary Shares. 13. CORPORATE GOVERNANCE AND INTERNAL CONTROLS

The Company complies with the Combined Code on Corporate Governance, so far as is practicable and appropriate for a public company of its size and nature. The Directors have established an audit committee and a remuneration committee. The Remuneration Committee consists of Eric van der Werff as chairman and Graeme Bissett and Jim McColl, and has primary responsibility for determining the terms and conditions of service of the executive directors, including their remuneration and grant of Options. The remuneration and terms and conditions of the non-executive directors are set by the Board. The Audit Committee consists of Graeme Bissett as chairman, Eric van der Werff and Jim McColl, and has primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Enlarged Group is properly measured and reported on and for

30

Part I reviewing reports from the Companys auditors relating to the Companys accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Directors do not consider that, given the size of the Board, it is appropriate to have a nominations committee. However, this will be kept under regular review by the Board. The Directors will comply with Rule 21 of the AIM Rules relating to directors dealings as applicable to AIM companies and will also take all necessary steps to ensure compliance by the Companys applicable employees. The Company has adopted a share dealing code, which is appropriate for an AIM-listed company, for this purpose. 14. THE TAKEOVER CODE

Under Rule 9 of the Code, when any person acquires an interest in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Code, that person is normally required to make a general offer to all remaining shareholders to acquire their shares. Similarly, where any person, together with persons acting in concert with him, is interested in shares which, in the aggregate, carry not less than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of the voting rights of the company, a general offer will normally be required if any further interest in shares is acquired by any such person, or any persons acting in concert with him. An offer under Rule 9 must be in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the Company during the 12 months prior to the announcement of the offer. Atorka is currently interested in 23,550,000 Ordinary Shares representing 24.057 per cent. of the total voting rights of the Company and its maximum interest (assuming no Existing Warrants or Options are exercised and no Earn Out Shares are issued, none of which Atorka are entitled to in any event) at Admission will amount to 123,537,500 Ordinary Shares representing approximately 40.79 per cent. of total voting rights of the Companys Enlarged Share Capital. The Panel has agreed, subject to the passing of Resolution 2 at the EGM on a poll by the Independent Shareholders, to waive the obligation of Atorka to make a general offer to Shareholders under Rule 9 of the Code that would otherwise arise as a result of the implementation of the Proposals. Following the Proposals, Atorka will be interested in shares carrying 30 per cent. or more of the Companys voting share capital but will not hold shares carrying more than 50 per cent. of the voting rights of the Company. Accordingly, Atorka together with any person acting in concert with it will not be able to increase their aggregate interests in Ordinary Shares without incurring any further obligation under Rule 9 to make a general offer. The Waiver, which the Panel has agreed to grant subject to the passing of Resolution 2 at the EGM, will be invalid if purchases of Ordinary Shares are made by Atorka in the period between the date of this document and the EGM. Atorka has undertaken that it will not make any such purchases. Further details on Atorka are set out in paragraph 15 below, Part VI and paragraph 17 of Part VII of this Document. 15. INFORMATION ON ATORKA

Atorka is an investment company, listed on the Icelandic Stock Exchange (ICEX) and is included in the ICEX-15 index. Atorka aims to identify the global forces that drive markets and provides opportunities for exponential growth for progressive and well-managed companies operating at the forefront of their relevant industries. Its aim is to take such companies to recognisable world leadership and support growth. Its shareholders number around 5,300. Atorkas financial target is to provide returns exceeding 15 per cent. In 2005, return on equity (ROE) was 16.6 per cent. In 2006, the turnover of Atorkas wholly owned subsidiaries is estimated to be over ISK 30

31

Part I billion and their aggregate EBITDA close to ISK 3 billion. The total 2006 turnover of companies in which Atorka is a core investor is estimated to be over ISK 80 billion. The companies within the Atorka Group employ around 4,500 people. Atorka currently has a strategic stake in the following companies, all listed on the AIM. NWF Group plc Romag Holdings plc Clyde Process Solutions plc

Its significant shareholders are: Percentage of Atorkas share capital 10.10% 9.30% 8.33% 7.76% 4.85% 4.44% 3.88% 3.76%

Name Skessa ehf Atorka Group hf Harbakur ehf Rnarborg hf Lfeyrissjir Bankastrti 7 Landsbanki Luxemburg S.A LI-Hedge Landsbanki slands hf, aalst. The directors of Atorka are:
o I orsteinn Vilhelmsson (Chairman)

lafur Njll Sigursson Hrafn Magnsson rn Andrsson Karl Axelsson

o I orsteinn Vilhelmsson, the Chairman, has an interest in 29.74 per cent. of the issued share capital of Atorka, o and Magns Jnsson, the Chief Executive Officer, has an interest in 12.21 per cent. I orsteinn Vilhelmsson and Magns Jnsson each own 50 per cent. of Skessa ehf, Atorkas largest shareholder. The percentage interest shown for each director includes Skessas holding in Atorka. Further detail on each of them is given below: o I orsteinn Vilhelmsson finished a degree from the Iceland Navigation School in 1973. He subsequently worked in fisheries, serving as captain and later as fleet director. He also served as a director of various fishing companies for years. He was one of the founders of the fishing company Samherji and has had a o number of other investments in Iceland. I orsteinn Vilhelmsson became a shareholder of Atorka in 2002 and was appointed chairman in 2005. He serves as a director for a number of other companies, including investee companies of Atorka.

Magns Jnsson became CEO of Atorka on 16 November 2005. Magns Jnsson has extensive experience of investment operations, having been a fund manager at Kaupthing Bank 1998-2001 and the year after that managing director of the venture capital fund Uppspretta. From 2002 to 2005 he was managing director of Rnarborg hf and related investments, while serving at the same time as a director for several companies, including Iceland Drilling, Afl Investments, MP Securities, Splast and others. He was also Chairman of the Board of Parlogis hf., A. Karlsson hf., Promens hf. and Atorka. From February 2004, Magns Jnsson was Chairman of Atorkas Board of Directors. In April 2005 he became Executive Chairman and was subsequently appointed CEO of the company in November 2005. Atorkas registered office is at HL 6ASMRI 1, 201 KPAVOGUR, ICELAND. There have been no ` material changes in the financial or trading position of Atorka subsequent to the last published audited accounts. 32

Part I Atorka does not intend that the payment of interest on, repayment of, or security for, any liability (contingent or otherwise) will depend, to any significant extent, on the business of the Company. There are no financing arrangements in place for Atorka, in relation to the Proposals, where repayment or security is dependent on the Company and Atorka will subscribe for the Placing Shares using its own resources. There are no arrangements in place for any Ordinary Shares receivable by Atorka to be transferred to any other person. Save as disclosed in this document, there are no agreements, arrangements or understandings (including any compensation arrangements) between Atorka or any person acting in concert with it and any of the Directors, recent directors, Shareholders or recent Shareholders having any connection with or dependence upon the Proposals. Save as disclosed in this document, Atorka has no intentions regarding the continuation of the business of the Company, nor any intentions regarding any major changes to be introduced in the business of the Company including any redeployment of fixed assets of the Company, nor any strategic plan for the Company nor any intentions with regard to the continued employment of the employees and management of the Company or any of its subsidiaries including any material change in the conditions of employment. It has no intentions to make any employees of the Company redundant. Following the implementation of the Proposals, Atorka will have the right to appoint up to two Directors to the Board of the Company at any one time. 16. RELATED PARTY TRANSACTION

Bill Thomson and Jim McColl, both Directors, are also directors and shareholders of Clyde Blowers Limited, meaning that the deal fee payable to Clyde Blowers referred to in paragraph 12.1.7 of Part VII of this Document constitutes a related party transaction under rule 13 of the AIM Rules. This requires the remaining Directors to consult with their nominated adviser, CFA, to consider whether the terms of the deal fee payable to Clyde Blowers are fair and reasonable insofar as the Shareholders of the Company are concerned. They have done so before making the recommendation to Shareholders of the Resolutions set out in paragraph 26 of this Part I. 17. EXISTING WARRANTS AND OPTIONS

There are currently Existing Warrants outstanding in respect of 1.1 million Existing Ordinary Shares as at the date of this Document. Further details of the Existing Warrants are set out in paragraph 2.13 of Part VII of this Document. It is proposed as part of the consideration for the Acquisition that the Proposed Warrants be granted to certain of the vendors, details of which are set out in paragraph 11 of Part I and paragraph 7.2 of Part VII of this Document. There are currently Options outstanding in respect of 3,132,544 Existing Ordinary Shares as at the date of this Document. Further details of the Options are set out in paragraph 2.12 of Part VII of this Document. 18. DIVIDEND POLICY

The Directors intend to adopt a progressive dividend policy, which will reflect the long-term earnings and cashflow potential of the Enlarged Group, whilst maintaining an appropriate level of dividend cover. This will commence once the full integration of the Acquisition has been completed and the investment in existing InterBulk technologies has been completed to an acceptable stage. 19. TAXATION

General information relating to UK taxation in relation to the Placing and Admission is set out in paragraph 10 of Part VII of this Document. If you are in any doubt as to your tax position, or you are subject to tax in a jurisdiction other than the UK, you should consult your own professional adviser immediately.

33

Part I 20. CREST

CREST is the paperless settlement procedure that enables securities to be evidenced other than by certificate and transferred other than by written instrument in accordance with the CREST Regulations. The Articles permit the Company to issue shares in un-certificated form in accordance with the CREST Regulations. CREST is a voluntary system and shareholders who wish to receive and retain share certificates will be able to do so. 21. EXTRAORDINARY GENERAL MEETING

You will find set out at the end of this Document a notice convening the Extraordinary General Meeting of the Company to be held at 1 Redwood Crescent, East Kilbride, Glasgow G74 5PA on 10 April 2007 at 11.00 a.m. at which the Resolutions will be proposed for the purposes set out below. Resolution 1 Resolution 1 to be proposed at the EGM, if passed, and conditional on Resolution 2 being passed and Admisssion, will: (a) (b) (c) approve the Acquisition, for the purpose of Rule 14 of the AIM Rules; increase the Companys authorised share capital from 20,000,000 to 40,000,000 by the creation of 200,000,000 new Ordinary Shares; grant authority to the Directors pursuant to section 80 of the Act to allot relevant securities up to an aggregate nominal amount of 33,944,654 (the intention being that 23,848,253 will be in respect of the Placing Shares, the Consideration Shares, the Earn Out Shares, the Options, the Existing Warrants and the Proposed Warrants and 10,096,401 will be a general authority representing approximately 33 per cent. of the Companys Enlarged Share Capital); and disapply the pre-emption rights conferred by the Act in connection with the allotment of the shares pursuant to a rights issue made to shareholders on a basis proportionate to their shareholdings, the allotment of shares pursuant to any share option scheme, the allotment of the Placing Shares pursuant to the Placing, the allotment of shares pursuant to the Existing Warrants and the Proposed Warrants and the allotment of an aggregate nominal amount of 1,514,460, which represents approximately 5 per cent. of the Companys Enlarged Share Capital.

(d)

To be passed, Resolution 1 requires a majority of not less than 75 per cent. of the Shareholders voting in person or by proxy in favour of the Resolution. Resolution 2 Pursuant to Rule 9 of the City Code, Atorka would be obliged to make a general offer for the remaining Ordinary Shares as, on completion of the Proposals, Atorka will become the holder of in excess of 30 per cent. of the Ordinary Shares as a consequence of its subscription for 99,987,500 Ordinary Shares pursuant to the Placing. Resolution 2 to be proposed at the EGM provides for approval by the Independent Shareholders of these arrangements for the purposes of a dispensation from the relevant provisions of the City Code. Resolution 2 is an ordinary resolution on which Atorka will be required to abstain from voting. This Resolution must be passed by a poll of shareholders present or represented, in person or by proxy, at the EGM.

34

Part I 22. IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings to vote in favour of Resolution 1 have been given by the following Shareholders in respect of the Existing Ordinary Shares which they control: Shareholder Atorka Jim McColl Bill Thomson Alex Stewart Uberior Equity Limited Koert van Wissen Roel Molenaar Graham Lees Scott Cunningham TOTAL Atorka has undertaken to abstain from voting on Resolution 2. Number of Existing Ordinary Shares 23,550,000 8,136,726 2,939,988 2,818,988 1,468,150 1,217,500 1,217,500 972,536 121,511 42,442,899 % of Existing Ordinary Shares 24.06 8.31 3.00 2.88 1.50 1.24 1.24 0.99 0.12 43.36

Irrevocable undertakings to vote in favour of Resolution 2 have also been given by the following Shareholders in respect of the Existing Ordinary Shares which they control: Shareholder Jim McColl Bill Thomson Alex Stewart Uberior Equity Limited Koert van Wissen Roel Molenaar Graham Lees Scott Cunningham TOTAL 23. RISK FACTORS Number of Existing Ordinary Shares 8,136,726 2,939,988 2,818,988 1,468,150 1,217,500 1,217,500 972,536 121,511 18,892,899 % of Existing Ordinary Shares 8.31 3.00 2.88 1.50 1.24 1.24 0.99 0.12 19.30

Your attention is drawn to the risk factors set out in Part II and to the section entitled Forward Looking Statements on page 4 of this Document. Potential investors should, in addition to all other information set out in this Document, carefully consider the risks described in those sections before making a decision to invest in the Company. 24. FURTHER INFORMATION

Your attention is drawn to Parts II to VII (inclusive) of this Document that provide additional information. 25. ACTION TO BE TAKEN

A Proxy Form is enclosed for use by Shareholders at the EGM. Whether or not Shareholders intend to be present at the EGM, they are asked to complete, sign and return the Proxy Form to the Companys Registrars, Capita Registrars, as soon as possible but in any event so as to arrive no later than 48 hours before the EGM. The completion and return of a Proxy Form will not preclude a Shareholder from attending the EGM and voting in person should they wish to do so.

35

Part I 26. RECOMMENDATION

Your Directors unanimously recommend all Shareholders to vote in favour of the Resolutions as they have undertaken to do in respect of their own holdings. The Company has received irrevocable undertakings from certain Shareholders (as set out in paragraph 22 above) to vote in favour of the Resolutions, which amount in aggregate to 42,442,899 Ordinary Shares, (representing approximately 43.36 per cent. of the Existing Ordinary Shares) in respect of Resolution 1 and 18,892,899 Ordinary Shares (representing approximately 19.30 per cent. of the Existing Ordinary Shares) in respect of Resolution 2. Atorka has undertaken to abstain from voting on Resolution 2 at the EGM in respect of its beneficial holding of 23,550,000 Ordinary Shares representing approximately 24.06 per cent. of the Existing Ordinary Share Capital. Your Board, which has been so advised by CFA, considers the Proposals and the Waiver to be fair and reasonable and in the best interests of the Company and its Shareholders as a whole. In providing its advice to the Board, CFA has taken into account the Boards commercial assessments. Please note that if both Resolutions are not passed, the Proposals will not be implemented and the Existing Ordinary Shares will continue to be traded on AIM and the Acquisition and the Placing will not take place. Yours faithfully

William Thomson Chairman

36

Part II

PART II RISK FACTORS

The Directors consider the following risks and other factors to be the most significant for potential investors, but the risks listed do not necessarily comprise all those associated with an investment in the Company and the risks listed below are not set out in any particular order of priority. Potential investors should carefully consider (in addition to the section entitled Forward Looking Statements on page 4 of this Document and all other information set out in this Document) the risks described below before making a decision to invest in the Company. If any of the following risks actually occur, the Companys business, financial condition, results or future operations could be materially adversely affected and, in such a case, the price of the Ordinary Shares could decline and investors may lose all or part of their investment. 1. Investment risk and AIM

Potential investors should be aware that the value of shares can go down as well as up and that an investment in a share that is to be traded on AIM may be less realisable and may carry a higher degree of risk than an investment in a share quoted on the Official List. The price which investors may realise for their holding of Ordinary Shares, and when they are able to do so, may be influenced by a large number of factors, some of which are specific to the Company and/or Enlarged Group and others of which are extraneous. It may be difficult for an investor to sell his or her Ordinary Shares and he or she may receive less than the amount paid by him or her for them. AIM has been in existence since June 1995 but its future success and the future market for the Ordinary Shares cannot be guaranteed. The share price of publicly traded emerging companies can be highly volatile. Admission to AIM should not be taken as implying that there will be a liquid market for the Ordinary Shares, particularly as, on Admission, the Company will have a limited number of shareholders. The market for shares in smaller public companies, including the Companys, is less liquid than for larger public companies. The Enlarged Group is aiming to achieve capital growth and, therefore, Ordinary Shares may not be suitable for a short-term investment. Consequently, the share price may be subject to greater fluctuation on small volumes of shares, and thus the Ordinary Shares may be difficult to sell at a particular price. The market price of the Ordinary Shares may not reflect the underlying value of the Enlarged Groups net assets. 2. Economic Risks

The financial performance of the Enlarged Group could experience volatility in profitability and asset values resulting from changes in the supply of, and demand for, logistics services. The supply of logistics services is a function of many factors including: number and profile of Tankcontainers and Containers in the world; their physical positioning around the world; delivery of new Tankcontainers and Containers and scrapping of older Tankcontainers and Containers. The demand for logistics services is influenced by, among other factors, global and regional economic conditions (including, importantly, within the chemical industry), currency exchange rates, fluctuations in the level of trade and changes in sea-borne or other transportation patterns. In the event of a temporary or prolonged economic downturn, however caused, the Tankcontainer and Containers logistics sector could be adversely affected, particularly through downward pressure on utilisation and rates. If there are increases in operational costs (for example, an increase in shipping rates, haulage rates or a fuel surcharge), there is no guarantee that these increases can be passed on to the Enlarged Groups customers. If the Enlarged Group is not able to recover cost increases from customers through increases in rates, such cost increases may have a material adverse effect on its business, financial condition and results of operations. Revenues and costs may be subject to special risks that may disrupt markets, including the risk of war, terrorism, civil disturbances, embargo and government activities. Please refer to paragraph 3.10 of Part 1 of this Document.

37

Part II 3. Business Risks

Competition The sector in which the Enlarged Group will operate is competitive, and the Enlarged Group may face significant competition. There is no assurance that the Enlarged Group will be able to compete successfully in such a market place in the future. In addition, the Enlarged Group cannot predict the pricing or promotional activities of its competitors or their effect on its ability to market and sell its services. In order to ensure that its services remain competitive, the Enlarged Group may be required to reduce its prices as a result of price reductions or promotions by its competitors. This could adversely affect the Enlarged Groups results. Key individuals The Enlarged Groups future performance, and that of any activities in which it invests, will depend heavily on its ability to retain the services of its directors and to be able to retain and attract the services of suitable personnel and motivate them. Although such directors have entered into service agreements with the Enlarged Group or their services are contracted to the Enlarged Group, the loss of the services of any such directors may have a material adverse affect on the business, operations, revenues and/or prospects of the Enlarged Group. Strategy Although the Enlarged Group has a defined strategy (see Part I of this Document), there can be no guarantee that its objectives will be achieved on a timely basis or at all. The Enlarged Groups future success will depend on its directors ability to implement its outlined strategy. Critical success factors Paragraph 3.3 of Part I of this Document sets out the factors critical to the success of UTI. These are similar to the critical success factors of UTT, currently InterBulks largest business. If any of these critical success factors move materially against the Enlarged Group, this could materially and adversely affect the Enlarged Groups results. Potential loss of business through ongoing re-tender processes The re-tender process within the industry means that the Group is susceptible to loss of customers or retention of customers business which may have less favourable terms. Given UTIs high customer base concentration (see paragraph 3.7 of Part I of this Document), if the loss of a major customer were to occur, this could have a substantial impact on the Groups profitability. Further, any business that is lost through the re-tender process may also impact on empty positioning costs thereby further increasing the Groups costs at a time when their revenues will decrease. Adoption of innovative technology If adoption of the innovative technology offered to customers by InBulk and substitution away from the traditional methods of transporting Dry Bulk described in Part I of this Document are slower to take place than anticipated, this may prevent InBulk from meeting its target growth rates. Outsourcing The Enlarged Group relies on third parties to provide critical elements of service. The Directors believe that this results in a business model with more flexibility and reduced fixed costs. However such reliance, especially in the case of the manufacture of Bag-in-Box liners in India by Linertech (a subsidiary of UTI), gives rise to a business risk if there was a failure to supply suitable products. 4. Technical Risks

In relation to those of its ISO-Veyor, ISO-Silo and CleanCat System products which the InterBulk Group believes is appropriate to protect through patents, the InterBulk Group to date, has only received patent pending protection, as further described at paragraphs 4.2 and 4.3 of Part I and paragraph 16.1 of Part VII 38

Part II of this Document. Should it fail to receive full patent protection, there is a risk of a competitor replicating and benefiting from this technology. 5. Requirement for Further Funds

In the opinion of the Directors, having made due and careful enquiry and taking into account the net proceeds of the Placing and the bank funding described in paragraph 12.4.1 of Part VII of this Document, the working capital available to the Enlarged Group will be sufficient for its present requirements, that is for at least the next 12 months from the date of Admission. However, it is possible that the Company will need to raise further funds in the future either to complete a proposed acquisition or investment or to raise further working or development capital for such an acquisition or investment. There is no guarantee that the then prevailing market conditions will allow for such a fundraising or that new investors will be prepared to subscribe for new Ordinary Shares at the same price as the Placing Price or higher. Although the Company may choose to issue new Ordinary Shares to satisfy all or part of any consideration payable on an acquisition, vendors of suitable companies or businesses may not be prepared to accept shares traded on AIM or may not be prepared to accept new Ordinary Shares at the quoted market price. 6. Taxation

There can be no certainty that the current taxation regime in the UK or overseas jurisdictions which the business operates from will remain in force or that the current levels of corporate taxation will remain unchanged. There can be no assurance that there will be no amendment to the existing taxation laws applicable to the Enlarged Groups operations, which may have a material adverse affect on the financial position of the Enlarged Group. The tax treatment of transactions (including loans) with other group companies depends upon comparisons with equivalent transactions with unrelated parties. Such comparisons can be difficult to make, and there can be no guarantee that the tax authorities will not seek to recover additional tax, or deny relief, in respect of such transactions; in particular, by challenging the income recognised, or the tax relief claimed, in respect of interest charged on loans from, or supported by, related parties. 7. Exchange Rates

Substantial portions of the Enlarged Groups trading activities will be conducted in foreign currencies, predominantly, but not exclusively, in Euros. As such the Enlarged Groups operating profitability could be negatively impacted by fluctuations in the rate of exchange. 8. Exposure to Environmental Laws

The Enlarged Groups involvement in the movement of hazardous chemicals places it under the scrutiny of environmental laws and regulations. The requirements or stringency of applicable present or future environmental laws and regulations may have a material adverse effect on the Enlarged Groups business and financial condition. The Enlarged Groups operations are subject to regulatory requirements relating to environmental matters. In general, environmental legislation and policies throughout the world are evolving in a manner that has resulted in stricter standards and enforcement and more stringent fines and penalties for non-compliance. However, it should be noted that the cargos carried by UTI tend to be less hazardous than those carried at present by InterBulk and therefore this risk is likely to diminish if the Proposals are approved by Shareholders. 9. Risks of potential future acquisitions

The future performance of the Enlarged Group is heavily linked to the acquisition of UTI. As with any acquisition, there are risks involved in the integration of these companies into the Enlarged Group, the achievement of synergies, the implementation of the Enlarged Groups financial reporting procedures and the forecasting of future performance.

39

Part II In the future, as part of its growth strategy, the Enlarged Group may acquire other companies or businesses. Acquisitions by the Enlarged Group may require the use of significant sums of cash, dilutive issues of equity securities and the incurrence of debt each of which could materially and adversely affect the Enlarged Groups business, results of operations, financial condition or the market price of the Ordinary Shares. In addition, acquisitions involve numerous risks, including difficulties in the assimilation of the operations of any acquired business or company and the diversion of management attention from other business concerns. 10. Risk of Future Litigation or Other Proceedings

You are referred to paragraphs 13 and 14 of Part VII of this Document which detail matters which could materially and adversely impact on the Enlarged Group.

40

Part III

PART III HISTORICAL FINANCIAL INFORMATION ON INTERBULK INVESTMENTS PLC

Reproduced below is an extract from the annual report and accounts, including the auditor's report for the period ended 30 September 2006. The cross references to page numbers within this extract refer to the page numbers in the original report and accounts. The original pagination and page numbering of the annual report and accounts has not been retained. Independent Auditors Report to the Members of InterBulk Investments Plc We have audited the Group and Parent Company financial statements (the financial statements) of InterBulk Investments plc for the period ended 30 September 2006 which comprise the Group Income Statement, the Group and Parent Company Statements of Recognised Income and Expense, the Group and Parent Company Balance Sheets, the Group and Parent Company Cash Flow Statements and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective responsibilities of directors and auditors The directors responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Companys members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors Report is consistent with the financial statements. The information given in the Directors Report includes that specific information presented in the Chairmans Statement, the Chief Executives Review and the Financial Review that is cross referred from the Business Review section of the Directors Report. In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors remuneration and other transactions is not disclosed. We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Directors Report, the Directors Remuneration Report, the Chairmans Statement, the Chief Executives Review, the Financial Review, the Board of Directors, and the Corporate Governance Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. We also, at the request of the Directors (because the Company applies the Financial Services Authority listing rules as if it were a listed company), review whether the Corporate Governance Statement reflects the Companys compliance with the nine provisions of the Combined Code (2003) specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the boards statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Companys corporate governance procedures or its risk and control procedures.

41

Part III Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Groups and Companys circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion: the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Groups affairs as at 30 September 2006 and of its profit and cash flows for the period then ended; the Parent Company financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 1985, of the state of the Parent Companys affairs as at 30 September 2006 and cash flows for the period then ended; the financial statements have been properly prepared in accordance with the Companies Act 1985; and the information given in the Directors Report is consistent with the financial statements.

PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Glasgow 20 February 2007

Notes: Uncertainty regarding legal requirements is compounded as information published on the internet is accessible in many countries with different legal requirements relating to the preparation and dissemination of financial statements. The maintenance and integrity of the InterBulk Investments plc website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

42

Part III Group Income Statement For the period ended 30 September 2006 9 month period 8 December 2004 to 30 September to 31 December 2006 2005 000 000 59,090 (50,245) 8,845 (5,396) (18) 3,431 72 (1,988) (19) (1,935) 1,496 (580) 916 (217) (217) 6 6 (211) (211)

Notes Revenue Cost of sales Gross profit Administrative expenses Other expenses Operating profit/(loss) Finance income Finance expenses Other finance expenses pension 4 7 8 3

Profit/(loss) before taxation Taxation Profit/(loss) for the period Earnings per 0.1 share (2005 : per 0.1 share restated) Basic (GBP) Diluted (GBP) Acquired Operations

11 11

1.2p 1.2p

(2.9)p (2.9)p

During the period ended 31 December 2005 the Company had no trading subsidiaries. On the 28 February 2006 the Company acquired the entire issued share capital of United Transport Tankcontainers Holdings BV and the remainder of the share capital of InBulk Technologies Limited the Company did not already own. THE NINE MONTH PERIOD TO 30 SEPTEMBER 2006 INCLUDES THE RESULTS OF THESE SUBSIDIARIES FROM THIS DATE BEING SEVEN OF THE NINE MONTHS. For the first two months of the financial period the Company did not trade and incurred administrative costs of 38,785. This amount is not considered material and consequently, the full income statement has been treated as acquired operations for the period. None of the Companys activities were discontinued during the period.

43

Part III Group and Company Statement of Recognised Income and Expense For the period ended 30 September 2006 Group Company 9 month period to 9 month period to 30 September 30 September 2006 2006 000 000 Net exchange differences on retranslation of foreign operations Net losses on net investment hedge taken to equity Net losses on cashflow hedge taken to equity Actuarial gains on retirement benefit obligations Movement of deferred tax on retirement benefit obligations Net losses not recognised in income statement Profit for the financial period Total recognised income for the period Prior period comparative 8 December 2004 to 31 December 2005 For the period 8 December 2004 to 31 December 2005 the Company had no recognised income and expenses other than the loss for the period. Consequently no Statement of Recognised Income and Expense is shown for this period. 21 (9) (74) 34 (10) (38) 916 878 1,903 1,903

44

Part III Group and Company Balance Sheets At 30 September 2006 Group 30 September 31 December 2006 2005 000 000 49,485 916 28,866 388 79,655 1,273 14,825 6,552 22,650 102,305 1,583 1,583 260 177 437 2,020 Company 30 September 31 December 2006 2005 000 000 31,452 2,139 33,591 4,508 184 4,692 38,283 1,583 1,583 260 177 437 2,020

ASSETS Non-current assets Goodwill Other intangible assets Property, plant and equipment Investments Financial assets Deferred tax assets

Notes 13 14 15 17 18 9

Current assets Inventories Trade and other receivables Current tax Cash at bank and in hand

20 21

Total assets LIABILITIES Current liabilities Financial liabilities Trade and other payables Current tax liabilities

22 23

(3,972) (23,853) (107) (27,932) (48,878) (332) (2,074) (815) (52,099) (80,031) 22,274 9,789 8,079 3,850 24 12 (74) 594

(130) (130) (130) 1,890 914 1,187 (211)

(2,370) (294) (2,664) (12,209) (12,209) (14,873) 23,410 9,789 8,079 3,850 1,692

(130) (130) (130) 1,890 914 1,187 (211)

Non-current liabilities Financial liabilities Trade and other payables Deferred tax liabilities Retirement benefit obligations

22 23 9 31

Total liabilities Net assets SHAREHOLDERS EQUITY Ordinary shares Share premium Earn-out shares Retirement benefit obligations reserve Cumulative translation reserve Hedge reserve Retained earnings Total equity attributable to shareholders 27 28 28 28 28 28 28 28

22,274 1,890 23,410 1,890 The financial statements were approved by the Board of Directors on 20 February 2007 and were signed on its behalf by: William Thomson Chairman Roel Molenaar Finance Director 45

Part III Group Cash Flow Statement For the period ended 30 September 2006 9 months to 30 September 2006 000 6,795 (1,025) 5,770 53 97 39 (24,493) 5,003 (400) (11) (19,712) (1,969) 12,516 37,170 (26,225) (1,039) 20,453 6,511 (136) 177 6,552 8 December to 31 December 2005 000 (347) (347) 6 (1,583) (1,577) 2,101 2,101 177 177

Notes Cashflows from operating activities Cash generated from operations Tax paid Net cash flow from operating activities Cashflows from investing activities Interest received Sale of property, plant and equipment Proceeds from sale of investment Acquisition of subsidiaries Cash acquired on purchase of subsidiaries Purchases of property, plant and equipment (net of finance lease) Payments to acquire intangible fixed assets Payment to acquire investments Net cash flow from investing activities Cashflows from financing activities Interest paid Proceeds from share issues (net of issue costs) Proceeds from borrowings Repayment of borrowings Repayment of capital element of finance leases Net cash flow from financing activities Increase in cash and cash equivalents Effect of exchange rates on cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 29 29

The accompanying notes are an integral part of this cash flow statement.

46

Part III Company Cash Flow Statement For the period ended 30 September 2006 9 months to 30 September 2006 000 (515) (515) 3 (24,493) (100) (600) (25,190) (466) 12,516 12,133 (188) 23,995 (1,710) 177 (1,533) 8 December to 31 December 2005 000 (347) (347) 6 (1,583) (1,577) 2,101 2,101 177 177

Notes Cashflows from operating activities Cash generated from operations Tax paid Net cash flow from operations Cashflows from investing activities Interest received Acquisition of subsidiaries Investment in subsidiaries Purchase of property, plant and equipment (net of finance lease) Payments to acquire investments Loans to subsidiary Net cash flow from investing activities Cashflows from financing activities Interest paid Proceeds from share issues (net of issue costs) Proceeds from borrowings Repayment of borrowings Net cash flow from financing activities Increase in cash and cash equivalents Effect of exchange rates on cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 29 29

The accompanying notes are an integral part of this cash flow statement.

47

Part III Notes to the financial statements 30 September 2006 1. Authorisation of Financial Statements and Statement of Compliance with IFRSs

This financial information comprises balance sheets for the Group and Company as of 30 September 2006 and Group income statement, Group and Company statements of recognised income and expenses, cash flow statements and related notes for the nine months then ended of InterBulk Investments plc (hereinafter referred to as financial information). On 28 February 2006 the Company changed its accounting reference date to 30 September being the existing accounting reference date of United Transport Tankcontainers Holdings BV. The fact that no trading subsidiaries existed prior to 28 February 2006 makes the prior period amounts for the income statement, balance sheet, changes in equity, cashflows and related notes not comparable. The Groups and Companys financial statements of InterBulk Investments PLC (the Company) for the period ended 30 September 2006 were authorised for issue by the board of the directors on 20 February 2007 and the balance sheets were signed on the boards behalf by William Thomson and Roel Molenaar. InterBulk Investments PLC is a public limited company incorporated in England. The Companys ordinary shares are traded on the London Stock Exchange Alternative Investment Market (AIM). Basis of preparation The Groups financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and IFRIC interpretation endorsed by the European Union (EU)). The Companys financial statements have been prepared in accordance with IFRSs as adopted for use in the European Union and as applied in accordance with the provisions of the Companies Act 1985 applicable to companies reporting under IFRS. The principal accounting policies adopted by the Group and by the Company are set out in note 2. These policies have been consistently applied to the periods presented, unless otherwise stated. The Company has taken advantage of the exemption provided under section 230 of the Companies Act 1985 not to publish its individual income statement and related notes. The financial statements have been prepared under the historical cost convention as modified by the revaluation of derivative financial instruments. The accounting policies which follow are a summary of the more important group accounting polices and set out those policies which apply in preparing the financial statements for the period ended 30 September 2006. The consolidated financial statements are presented in Sterling and all values are rounded to the nearest 000 except where otherwise indicated. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Groups accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are set out in the financial review. Although these estimates are based on managements best knowledge the amounts, events, actions or actual results ultimately may differ. 2. Accounting policies

Changes in accounting policies Previously the Group prepared its audited annual financial statements under UK Generally Accepted Accounting Practice (UK GAAP). This is the first year International Financial Reporting Standards (IFRS) has been applied. Comparatives are required to be restated from UK GAAP to comply with IFRS. The Groups transition date is 8 December 2004. The Group prepared its opening balance sheet at that date. The reporting date of these consolidated financial statements is 30 September 2006. The Groups IFRS adoption date is 8 December 2004. A review of the prior period comparatives prepared under UK GAAP 48

Part III concluded that the restatement to IFRS did not require any adjustments to previously presented financial information. As a result no reconciliation of income statement, balance sheet, changes in equity and cashflows to IFRS is required. Basis of consolidation The Group financial statements consolidate the financial statements of InterBulk Investments PLC and the entities it controls (its subsidiaries) drawn up to 30 September each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights; currently exercisable or convertible potential voting rights; or by way of contractual agreement. The financial statements of subsidiaries are prepared for the same reporting year as the Parent Company, using consistent accounting policies. All inter-company balances and intra-group transactions, including unrealised profits arising from them, are eliminated. Foreign currency translation Company Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the income statement, except where hedge accounting is applied. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Group Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the income statement, except when hedge accounting is applied and for differences on monetary assets and liabilities that form part of the Groups net investment in a foreign operation. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss. The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the balance sheet date. Income and expenses are translated at weighted average exchange rates for the year. The resulting exchange differences are taken directly to a separate component of equity, the cumulative translation reserve. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Business Combinations Under the requirements of IFRS 3, all business combinations are accounted for using the purchase method (acquisition accounting). Under this method, the acquirees identifiable assets, liabilities and contingent liabilities that satisfy the recognition criteria of IFRS 3 are measured initially at their fair values as at the date of acquisition, except for non-current assets classified as held for sale, which are measured at fair value less costs to sell.

49

Part III Only identifiable liabilities that satisfy the criteria for recognition as a liability by the acquiree are recognised in a business combination. Consequently, restructuring liabilities are not recognised as a liability of the acquiree unless the acquiree has an obligation as at the date of the acquisition to carry out the restructuring. The cost of a business combination is the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, equity instruments issued by the acquirer and any costs directly attributable to the business combination. The cost of a business combination is allocated at the acquisition date by recognising the acquirees identifiable assets, liabilities and contingent liabilities that satisfy the recognition criteria, at their fair values at that date. The acquisition date is the date on which the acquirer effectively obtains control of the acquiree. An intangible asset, such as customer relationships, brands, patents and royalties, is recognised if it meets the definition of an intangible asset in IAS 38 Intangible asset, and its fair value can be measured reliably. Adjustments to the values of assets and liabilities initially determined provisionally (pending the results of independent valuations or further analysis) are recognised as a retrospective adjustment to goodwill if they are made within twelve months of the acquisition date. Once this twelve-month period has elapsed, the effects of any adjustments are recognised directly in the income statement, unless they qualify as an error correction. Goodwill Any excess of the cost of the business combination over the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and is not amortised. To the extent that the net fair value of the acquired entitys identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment, a gain is recognised immediately in the income statement. After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitored by management, usually at business segment level or statutory company level as the case may be. Where the recoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement. Impairment losses on goodwill are not reversed. The carrying amount of goodwill allocated to a cash-generating unit is taken into account when determining the gain or loss on disposal of the unit, or of an operation within it. Other intangible assets Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably. Expenditure on internally developed intangible assets, excluding development costs, is taken to the income statement in the year in which it is incurred. Development expenditure is recognised as an intangible asset only after its technical feasibility and commercial viability can be demonstrated. Intangible assets with a finite life are amortised on a straight line basis over their expected useful lives, as follows: patents, licences and trademarks over the duration of the legal agreement; development expenditure 3 to 6 years.

50

Part III The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. In addition, the carrying value of capitalised development expenditure is reviewed for impairment annually before being brought into use. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended. Borrowing costs attributable to assets under construction are recognised as an expense as incurred. Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the balance sheet date, of each asset evenly over its expected useful life as follows: Tankcontainers 5% per annum Others, which consists of mainly computer equipment and office furniture 20-33% per annum The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Leases Assets held under finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease, with a corresponding liability being recognised for the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Lease payments are apportioned between the reduction of the lease liability and finance charges in the income statement so as to achieve a constant rate of interest on the remaining balance of the liability. Assets held under finance leases are depreciated over the shorter of the estimated useful life of the asset and the lease term. Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases and rentals payable are charged in the income statement on a straight line basis over the lease term. Impairment of assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the assets recoverable amount. An assets recoverable amount is the higher of an assets or cashgenerating units fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase.

51

Part III After such a reversal the depreciation charge is adjusted in future periods to allocate the assets revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Financial assets Financial assets in the scope of IAS 39 are classified as financial assets at fair value through profit or loss; loans and receivables; held-to-maturity investments; or as available-for-sale financial assets, as appropriate. The Group determines the classification of its financial assets at initial recognition and re-evaluates this designation at each financial year end. When financial assets are recognised initially, they are measured at fair value, being the transaction price plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. All regular purchases and sales of financial assets are recognised on the trade date, being the date that the Group commits to purchase or sell the asset. Regular transactions require delivery of assets within the timeframe generally established by regulation or convention in the market place. The subsequent measurement of financial assets depends on their classification, as follows: Financial assets at fair value through profit or loss Financial assets classified as held for trading and other assets designated as such on inception are included in this category. Financial assets are classified as held for trading if they are acquired for sale in the short term. Derivatives are also classified as held for trading unless they are designated as hedging instruments. Assets are carried in the balance sheet at fair value with gains or losses on financial assets at fair value through profit or loss are recognised in the income statement. Held-to-maturity investments Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as heldto-maturity when the Group has the positive intention and ability to hold to maturity. Held to maturity investments are carried at amortised cost using the effective interest method. Gains and losses are recognised in income when the investments are derecognised or impaired, as well as through the amortisation process. Investments intended to be held for an undefined period are not included in this classification. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, do not qualify as trading assets and have not been designated as either fair value through profit and loss or available for sale. Such assets are carried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised in income when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Available-for-sale financial assets Available-for-sale financial assets are those non-derivative financial assets that are designated as such or are not classified in any of the three preceding categories. After initial recognition available-for sale financial assets are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported in equity is included in the income statement. Fair values The fair value of quoted investments is determined by reference to bid prices at the close of business on the balance sheet date. Where there is no active market, fair value is determined using valuation techniques. These include using recent arms length market transactions; reference to the current market value of another instrument which is substantially the same; discounted cash flow analysis and pricing models. Otherwise assets will be carried at cost.

52

Part III Impairment of financial assets The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired. Assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial assets original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced, with the amount of the loss recognised in administration costs. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the income statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Assets carried at cost If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Available-for-sale financial assets If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its fair value is transferred from equity to the income statement. Reversals of impairment losses on debt instruments are reversed through the income statement, if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognised in the income statement. Reversals in respect of equity instruments classified as available-for-sale are not recognised in the income statement. Investments Fixed asset investments are shown at cost less provision for impairment. Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal. Provision is made for obsolete, slow moving stock or defective items where appropriate. Trade and other receivables Trade receivables, which generally have 30-60 day terms, are recognised and carried at the lower of their original invoiced value and recoverable amount. Where the time value of money is material, receivables are carried at amortised cost. Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote. Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

53

Part III Interest bearing loans and borrowings All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance income and finance expense. Taxation including deferred tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date. Deferred tax is recognised in full on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Income tax is charged or credited directly to equity if it relates to items that are credited or charge to equity. Otherwise income tax is recognised in the income statement. Provisions A provision is recognised when the Group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, expected future cash flows are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance policy, the reimbursement is recognised as a separate asset but only when recovery is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Where discounting is used, the increase in the provision due to unwinding the discount is recognised as a finance cost. Derivative financial instruments and hedging The Group uses derivative financial instruments such as forward currency contracts and interest rate swaps to hedge its risks associated with foreign currency and interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments. 54

Part III For those derivatives designated as hedges and for which hedge accounting is desired, the hedging relationship is documented at its inception. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how effectiveness will be measured throughout its duration. Such hedges are expected at inception to be highly effective. For the purpose of hedge accounting, hedges are classified as fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability; or cash flow hedges when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction.

Any gains or losses arising from changes in the fair value of derivatives that do not qualify for hedge accounting are taken to the income statement. The treatment of gains and losses arising from revaluing derivatives designated as hedging instruments depends on the nature of the hedging relationship, as follows: Fair value hedges For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged; the derivative is remeasured at fair value and gains and losses from both are taken to profit or loss. For hedged items carried at amortised cost, the adjustment is amortised through the income statement such that it is fully amortised by maturity. When an unrecognised firm commitment is designated as a hedged item, this gives rise to an asset or liability in the balance sheet, representing the cumulative change in the fair value of the firm commitment attributable to the hedged risk. The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold, terminated or exercised, the hedge no longer meets the criteria for hedge accounting or the Group revokes the designation. Cash flow hedges For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised directly in equity, while the ineffective portion is recognised in profit or loss. Amounts taken to equity are transferred to the income statement when the hedged transaction affects profit or loss, such as when a forecast sale or purchase occurs. Where the hedged item is the cost of a non-financial asset or liability, the amounts taken to equity are transferred to the initial carrying amount of the non-financial asset or liability. If a forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to profit or loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognised in equity remain in equity until the forecast transaction occurs and are transferred to the income statement or to the initial carrying amount of a non-financial asset or liability as above. If the related transaction is not expected to occur, the amount is taken to profit or loss. Employee benefits Wages, salaries, social security contributions, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the year in which the associated services are rendered by the employees of the Group. Where the Group provides long-term employee benefits, the cost is accrued to match the rendering of the services by the employees concerned. Pension arrangements The Group has a defined contribution pension scheme under which it pays fixed contributions to a third party insurance company. The Group also operates a defined benefit scheme for two of the Directors. For defined benefit schemes the amounts charged to operating profit are the current service costs and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the income statement if the benefits have vested. If the benefits have not vested immediately, the costs are recognised over the period until the vesting occurs. The interest cost and the

55

Part III expected return on assets are shown as a net amount of other finance costs or credits. Actuarial gains and losses are recognised immediately in the statement of recognised gains and losses. Defined benefit schemes are funded, with the assets of the scheme held separately from those of the Company, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme liabilities. The actuarial valuations are obtained annually at the balance sheet date. The resulting defined benefit asset or liability is shown on the face of the balance sheet. For defined contribution schemes the amount charged to the income statement in respect of pension costs and other post-retirement benefits is the contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the balance sheet. Classification of shares as debt or equity When shares are issued, any component that creates a financial liability of the Company or Group is presented as a liability in the balance sheet; measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividends relating to the liability component are charged as interest expense in the income statement. The initial fair value of the liability component is determined using a market rate for an equivalent liability without a conversion feature. The remainder of the proceeds on issue is allocated to the equity component and included in shareholders equity, net of transaction costs. The carrying amount of the equity component is not remeasured in subsequent years. Transaction costs are apportioned between the liability and equity components of the shares based on the allocation of proceeds to the liability and equity components when the instruments are first recognised. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty. Revenue from logistics services using tankcontainers is recognised on the stage of completion of such services at the year-end date recognising the greater significance of specific acts in the successful completion of contractual obligations. Capital sales are recognised on transfer of ownership of the containers. Interest Income Interest income is recognised as interest accrues. Borrowing Costs Borrowing costs are recognised as an expense when incurred. Segmental Reporting The Directors consider that the risks and rates of return are strongly affected by both differences in its services and differences in the geographical areas in which it operates. The Directors consider that there is only one business segment being the provision of logistics services given that activity in the period was conducted almost exclusively in relation to this. Other activities such as capital sales of specialist dry bulk containers (ISO-Veyers) and material handling services for specialist catalysts (Clean-Cat Service) are business segments, but each of these is below 10% of the Groups activity, and therefore are not reportable segments. Consequently, no business segments are presented as primary segments.

56

Part III New standards and interpretations not applied During the year, the IASB and IFRIC have issued the following standards and interpretations with an effective date after the date of these financial statements: International Accounting Standards (IAS / IFRSs) IFRS 7: Financial Instruments: Disclosures International Financial Reporting Interpretations Committee (IFRIC) IFRIC 7: Applying the restatement approach under IAS 29 Financial Reporting in Hyperinflationary Economies IFRIC 8: Scope of IFRS 2 IFRIC 9: Reassessment of embedded derivatives IFRIC 10: Interims and impairment IFRIC 11: IFRS 2 Group and treasury share transactions IFRIC 12: Service concession arrangements 1 March 2006 1 May 2006 1 June 2006 1 November 2006 1 March 2007 1 January 2008 Effective date 1 January 2007

The Directors do not anticipate that the adoption of these standards and interpretations , where relevant for the Group, will have a material impact on the Groups financial statements in the period of initial application.

57

Part III 3. Segment Information

Following reassessment of the dominant source of risks and returns of the Group, the Directors consider that the risks and rates of return are strongly affected by both differences in its services and differences in the geographical areas in which it operates. The Directors consider that there is only one business segment being the provision of logistics services given that activity in the period was conducted almost exclusively in relation to this. Other activities such as capital sales of specialist dry bulk containers (ISO-Veyors) and material handling services for specialist catalysts (Clean-Cat Service) are business segments, but each of these is below 10% of the Groups activity, and therefore are not reportable segments. Consequently, no business segments are presented as primary segments. The operations are based on five geographical areas. The analysis by geographical area of the Groups turnover, segment result and net assets is set out below. The sales analysis set out below is based on the location where the order is received and where the assets are located.
Mainland Europe 000 Revenue Sales to external customers Inter-segment sales 23,192 23,192 2,532 9 months to 30 September 2006 United Kingdom Scandinavia Americas Asia Eliminations 000 000 000 000 000 15,498 15,498 377 5,845 5,845 251 8,896 8,896 476 5,659 5,659 141

Total 000 59,090 59,090 3,777 (346) 3,431 (1,935) 1,496 (580) 916

Results Segment result Unallocated expenses Group operating profit Net finance expenses Profit before taxation Taxation Net profit for the year Assets and liabilities Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities

37,121

48,107

3,618

2,015

1,929

(10,202)

(10,402)

(407)

(904)

(1,633)

95,753 6,552 102,305 (2,963) (26,511) (53,520) (80,031)

2,963

Other segment information Capital expenditure (including acquisitions in the period): Property, plant & equipment (NBV) 22,712 Intangible fixed assets (NBV) Depreciation in the period 989 Amortisation in the period

5,710 916 622 38

4 3

6 3

434 17

28,866 916 1,634 38

Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties. Unallocated expenses relate to expenditure on the entity as a whole and are controlled by head office through their strategic decision making process. Unallocated assets comprise primarily cash and derivatives as well as those assets which are used for general head office purposes. Unallocated liabilities primarily comprise Group borrowings, income tax payable as well as liabilities relating to general head office activities.

58

Part III Prior period comparative 8 December 2004 to 31 December 2005 During the prior period the Company had no trading subsidiaries and consequently had no business segments. For this period the activity of the Company relates solely to administrative tasks of an investment company operating in the UK. All of the Companys assets and liabilities are in the UK. As a result, no separate segmental analysis table is required. 4. Group operating profit 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Operating profit is stated after charging/(crediting): Depreciation of tankcontainers: owned held under finance lease contracts Depreciation of other assets owned Cost of inventories recognised as an expense Repair and maintenance expenditure Research and development expenditure Amortisation of acquired patents Amortisation of other intangible assets Profit on disposal of fixed assets Gain on sale of investment Exchange gain on foreign currency borrowings less deposits Operating lease rentals: tank containers other assets

624 742 268 56 1,725 122 22 16 (29) (175) 886 72

During the year the Group (including overseas subsidiaries) obtained the following services from the Groups auditor as detailed below: 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Audit services Fees payable to the Company auditor for the audit of the Parent Company and consolidated accounts Fees payable to the Company auditor for other services: The auditing of accounts of associates of the Company pursuant to legislation (including that of companies and territories outside Great Britain) Services relating to taxation Transaction support services Other services pursuant to legislation

100

73 68 200 90

Fees paid to the auditors for non-audit services in the 9 months to 30 September 2006 include 274,000 (period to 31 December 2005: 9,000) payable in the UK. Included in the Group audit fees and expenses paid to the Groups auditor, 43,000, (31 December 2005: 4,000) was paid in respect of the Parent Company.

59

Part III 5. Employee information

The average monthly number of employees, including executive Directors for the Group, during the periods represented was: 9 months to 8 December 2004 30 September to 31 December 2006 2005 Number Number Operations/commercial Administration/finance Tank maintenance & repair 112 27 12 151 3 3

Their aggregate remuneration comprised: 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Wages and salaries Social security costs Retirement benefit obligation costs (note 31) 2,492 330 154 2,976

6.

Directors emoluments 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000

Aggregate emoluments

319

Retirement benefits are accruing to 2 directors under a defined benefit scheme in each period. At each period end, the contributions to the defined benefit scheme were in an accruals position. Directors Detailed Emoluments Directors remuneration from their date of appointment is as follows: 9 months to 30 September 2006 Executives W Thompson(2) K van Wissen R Molenaar S Cunningham(2) Non-Executives J McColl(2) G Bissett E van der Werff Total Salary/fees 68,950 86,390 86,390 30,673 13,711 3,333 2,500 291,947 Benefits(1) 12,336 14,621 26,957 Bonuses Pension Contribution 28,797 19,198 47,995 Total 68,950 127,523 120,209 30,673 13,711 3,333 2,500 366,899

60

(1) Remuneration package for the above executive directors includes non-cash benefits comprising the provision of a company car and private health scheme.

Part III
(2) The services of W Thompson, S Cunningham and J McColl are provided via a service agreement with Clyde Blowers Limited (see note 32 to the financial statements). The total fee during the period to 30 September 2006 was 222,268. From this total fee 68,950, 30,673 and 13,711 are allocated to the directors fees for W Thompson, S Cunningham and J McColl, respectively.

The total remuneration and benefits of the highest paid director, Mr Molenaar, were 101,011 which comprises emoluments and benefits in kind. In relation to the defined benefit scheme, for the highest paid director, the accrued pension at the period end was 61,780 (31 December 2005: nil). There is no lump sum which would be payable (31 December 2005: nil). The non-executive directors do not participate in the Companys share option scheme, incentive plan, or pension scheme. Their remuneration reflects their time commitment and responsibilities. Determining the extent of such remuneration is the responsibility of the Board. 8 December 2004 to 31 December 2005 Executives W Thompson S Dean V Nicholls Total Fees 35,984 35,984 Bonuses Pension contributions Total 35,984 35,984

The above fee for W Thompson was payable to Clyde Blowers Limited. In addition to the amounts shown above, fees of 99,552 were paid to Griffin Corporate Finance Limited for administrative and accounting services, including the services of S Dean and V Nicholls. 7. Finance income 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Bank interest receivable Total finance income 8. Finance expenses 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Interest payable on bank loans and overdrafts Amortisation of deferred finance costs Finance charges payable under finance leases and hire purchase contracts Total finance expense 1,322 84 582 1,988 72 72 6 6

61

Part III 9. (a) Taxation Analysis of charge in period 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Current tax: UK Corporation tax on profits of the period Foreign tax 777 777 (197) (197) 580

Deferred tax: Origination and reversal of temporary differences

Tax charge in the income statement Tax relating to items charged or credited to equity Deferred tax: Tax credit in the statement of recognised income and expense (b) Reconciliation of the total tax charge

(10)

The current tax rate and effective rate on profit on ordinary activities in the year varied from the standard rate of UK corporation tax as follows: Profit/(loss) on ordinary activities before tax Profit/(loss) on ordinary activities multiplied by standard rate in the UK (30%) Effects of: Unrecognised tax losses Temporary differences associated with Group investments Total tax expense reported in the income statement (c) Unrecognised tax losses The Group has tax losses which arose in the UK with a tax effect of 0.7m (31 December 2005: 0.1m) and tax losses which arose in Singapore with a tax effect of 0.9m (31 December 2005: nil) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group and they have arisen in subsidiaries that have been loss-making for some time. (d) Temporary differences associated with Group investments At 30 September 2006, there was no recognised deferred tax liability (31 December 2005: nil) for taxes that would be payable on the unremitted earnings of certain of the Groups subsidiaries as the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future. If the earnings were remitted no additional tax would be payable. (e) Deferred tax Group The movement on net deferred tax liability is shown below: 1,496 449 96 35 580 (211) (63) 63

62

Part III 9. Taxation (continued) 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Beginning of the period Acquisition Credit to income statement Charge to equity Exchange differences End of the period The deferred tax included in the balance sheet is as follows: 30 September 2006 000 Deferred tax liability Accelerated capital allowances Other temporary differences (2,000) (74) (2,074) 241 147 388 31 December 2005 000 (1,863) 197 (10) (10) (1,686)

Deferred tax asset Retirement benefit obligations Other temporary differences

Company The Company has no deferred tax balances at 30 September 2006 (31 December 2005: nil). 10. Profit attributable to members of the Parent Company

As permitted by section 230 of the Companies Act 1985, the holding companys Income Statement has not been presented in these financial statements. The profit dealt with in the financial statements of the Parent Company was 1,903,000 profit (period to 31 December 2005: 211,000 loss) 11. Earnings per ordinary share

The basic earnings per share is calculated by dividing the profit for the financial period attributable to shareholders by the weighted average number of shares in issue. In calculating the diluted profit per share, warrants outstanding have been taken into account. 9 months to 8 December 2004 30 September to 31 December 2006 2005 (restated) 916 (211) 78,711,639 7,215,053 16,732 78,728,371 7,215,053 1.2p (2.9)p 1.2p (2.9)p

Profit/(loss) for the period (000) Weighted average number of shares (number) Effect of outstanding warrants Adjusted weighted average number of ordinary shares (number) Basic profit per share (pence) Diluted profit per share (pence)

63

Part III 11. Earnings per ordinary share (continued)

In the period to 31 December 2005 the effects of the outstanding warrants reduces the loss per share and thus is anti-dilutive. As a result, diluted loss per share is the same as the basic loss per share for that period and the outstanding warrants are not added to the adjusted weighted average number of ordinary shares. The prior period comparative EPS calculation has been restated to adjust for the 10 to 1 share consolidation which took place on 28 February 2006. 12. Dividends paid and proposed

No dividend has been declared and paid during the 9 months to 30 September 2006 (period to 31 December 2005: nil). No dividend has been proposed. 13. Group Goodwill 000 Cost: Opening balance at 1 January 2006 Acquisition of subsidiary (note 19) Exchange differences At 30 September 2006 Accumulated amortisation and impairment: At 30 September 2006 and 31 December 2005 Net book value at 30 September 2006 Net book value at 31 December 2005 Company The Company has no goodwill. 14. Group Patents and Licences 000 Cost: Opening balance at 1 January 2006 Acquisition of subsidiary (note 19) Additions At 30 September 2006 Accumulated amortisation and impairment: Opening balance at 1 January 2006 Amortisation during the period At 30 September 2006 Net book value at 30 September 2006 Net book value at 31 December 2005 196 11 207 (16) (16) 191 Acquired patent and Licences 000 747 747 (22) (22) 725 Other intangible assets 49,502 (17) 49,485 49,485 Goodwill

Total 000 943 11 954 (38) (38) 916

64

Part III 14. Other intangible assets (continued)

Company The Company has no other intangible assets. The amortisation charge in the period for patents and licences has been charged to administrative expenses. The typical patent life is 20 years and this period has been used for the basis of the amortisation charge. The principle patents acquired relate to the InBulk H Type ISO-Veyor. In arriving at the fair value of the patents, an analysis was carried out, taking into account expected future revenue from this type of business and actual research and development costs incurred. Factors including that the patents are only pending at the date of acquisition and the existence of competition were taken into account. The useful life of 20 years is based on the patent life being 20 years. 15. Group Computer equipment and Tankcontainers others 000 000 Cost: Opening balance at 1 January 2006 Acquisition of subsidiary (note 19) Additions Disposals Exchange differences At 30 September 2006 Accumulated depreciation and impairment: Opening balance at 1 January 2006 Depreciation during the period Disposals Exchange differences At 30 September 2006 Net book value at 30 September 2006 Net book value at 31 December 2005 28,478 802 (148) (33) 29,099 (1,366) 69 11 (1,286) 27,813 1,119 220 (35) (1) 1,303 (268) 17 1 (250) 1,053 Property, plant & equipment

Total 000 29,597 1,022 (183) (34) 30,402 (1,634) 86 12 (1,536) 28,866

The depreciation charge for the period of 1,634,000 has been charged, 1,366,000 in cost of sales and 268,000 in administration expenses. There was no depreciation charge in the prior period. Assets held under finance leases The net book value of tankcontainers held under finance leases and hire purchase contracts at 30 September 2006 was 20,247,000 (31 December 2005: nil). 20,120,000 of tankcontainers held under finance leases and hire purchase were obtained via business combinations in the period. Additions during the period include 622,000 (period to 31 December 2005: nil) of plant and equipment held under finance leases and hire purchase. Leased assets and assets under hire purchase contracts are pledged as security for the related finance lease and hire purchase liabilities. Company The Company has no property, plant and equipment in either period.

65

Part III 16. Impairment of goodwill

Goodwill acquired through business combinations has been allocated for purposes of impairment testing to cash-generating units as follows: While the United Transport Tankcontainers Holdings BV group is monitored for internal management purposes on a geographic segment for certain key performance indicators (such as revenue and gross margin), it is not appropriate to allocate the goodwill to geographic segments. This is due to the global structure of the business and the central control of key business activities such as tankcontainer management, capital expenditure decisions and cash management. As a result, the total of United Transport Tankcontainers Holdings BV is viewed as one CGU for goodwill purposes. The carrying amounts of goodwill by CGU are as follows: UTT 000 Goodwill 39,332 InBulk 000 10,153 Total 000 49,485

All of the recoverable amounts were measured based on value in use. The recoverable amounts of the CGUs are determined from value in use calculations using cash flow forecasts based on the latest strategic five year plan projections approved by the Board. These projections are based on historical performance and the most recent financial forecasts available. Cash flows beyond the period of the projections are extrapolated based on expected growth rates for the geographical area. The growth rates do not exceed the average long term growth rates for these areas. A growth rate of 4 per cent. beyond the period of management plans is used for both CGUs. The discount rate applied to the cash flow forecast are based on the weighted average, nominal, risk adjusted pre-tax cost of capital in the various geographical regions. The weighted average discount rates used were 11 per cent. Key assumptions used in value in use calculations. Retention of existing business and securing new business; Gross margins; and Growth rate used to extrapolate cash flows beyond the budget period.

Sensitivity to changes in assumptions All of the recoverable amounts were measured based on value in use. With regard to the assessment in value in use for each cash generating unit, management believes that no reasonable possible change in any of the above key assumptions would cause the carrying value of the unit to exceed its recoverable amount.

66

Part III 17. Investments

Company Investment in subsidiaries 000 1,583 At 31 December 2005 1,583 Additions 29,879 Disposals (10) At 30 September 2006 31,452 The disposal in the period relates to the disposal of the ten per cent investment in the equity share capital of Logistique Sud France, a company incorporated in France, involved in the provision of logistic services in that country. The Companys principal subsidiary undertakings at 30 September 2006 are shown below. The accounting dates of the subsidiary undertakings are all 30 September. Principal subsidiaries For all subsidiaries 100% of voting rights and shares are held. The principal subsidiary undertakings whose shares are all owned directly by the Company are marked with an asterisk (*): Class of Shares Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Country of registrations/ incorporation UK UK The Netherlands UK UK UK Singapore France Sweden Sweden Brazil USA Germany Nature of Business Logistics Services Catalyst Handling Logistic Services Holding Company Logistics Services Dormant Logistics Services Logistics Services Holding Company Logistics Services Logistics Services Logistics Services Logistics Services Cost At 8 December 2005 Additions

Name of Company InBulk Technologies Limited CleanCat Technologies Limited United Transport Tankcontainers BV * United Transport Tankcontainer Ltd IBT Ltd United Transport Tankcontainers Pte Ltd * United Transport Tankcontainers SAS * United Transport Tankcontainers AB United Transport Tankcontainers Ltda * United Transport Tankcontainers Inc * United Transport Tankcontainers GmbH *

United Transport Tankcontainers Holdings Ltd * Ordinary

United Transport Tankcontainers Holdings AB * Ordinary

67

Part III 18. Financial assets

Company 30 September 2006 000 Financial Assets Preference shares held in subsidiary 2,139 31 December 2005 000

The preference shares held are issued by United Transport Tankcontainers Holdings BV. Preference shares are eligible to a ten per cent dividend and for receipt of any distribution owed from assets remaining after payment of all debts, in advance of ordinary shares, in the event of a winding up. Preference shares are cumulative. Each preference share confers the right to cast one vote. 19. Business combinations

On 28 February 2006, the Company acquired the entire issued share capital of United Transport Tankcontainers Holdings B.V. on a debt and cash free basis. On the same day, the Company acquired the remaining 85 per cent. of InBulk Technologies Limited that the Company did not already own. The initial 15 per cent. was acquired on 4 March 2005. These investments have been accounted for as acquisitions. If the combinations had taken place at the beginning of the period, the profit for the Group would have been 1,922,000, revenue from continuing operations would have been 74,802,000 and net operating cashflows would have been 4,418,000. This is based on removal of the capital structure of the acquired companies under the previous owners and estimating the likely impact of the new InterBulk Investments plc capital structure as if this was in place on 1 January 2006. This information is not necessarily indicative of the results of operations that would have occurred had the purchases been at the beginning of the period. (a) United Transport Tankcontainers Holdings BV Book and fair values of the net assets at date of acquisition were as follows: Book values 000 Goodwill Property, plant and equipment Investments Inventories Receivables Cash and cash equivalents Payables Deferred taxation Loans Finance lease creditor Dividends Net assets/(liabilities) Goodwill Discharged by: Cash consideration (including value of preference shares) Deferred cash consideration Costs associated with the acquisition, settled in cash 19,836 22,480 10 53 15,392 4,774 (22,878) (1,206) (24,285) (12,958) (702) 516 Fair value to Group 000 29,478 10 53 15,392 4,774 (24,448) (1,863) (24,285) (15,753) (16,642) 40,686 24,044 21,906 1,021 1,117 24,044

68

Part III The consideration for United Transport Tankcontainers Holdings BV was all in cash with the exception of A1.5 million which is payable in two tranches of A0.75 million each on the first and second anniversaries of completion of the sale and purchase agreement dated 1 February 2006. The outflow of cash and cash equivalents on the acquisition of United Transport Tankcontainers Holdings BV is calculated as follows: 000 Cash consideration (including fees) Cash acquired 23,023 (4,774) 18,249 From the date of acquisition, United Transport Tankcontainers Holdings B.V. has contributed 58,573,000 to revenue, 2,034,000 to the profit after tax and 4,368,000 to net cashflow from operating activities of the Group. The residual excess over the net assets acquired is recognised as goodwill. No fair value was assessed on other intangible assets. The goodwill on the acquired balance sheet has been reduced to nil value. However, this has no net impact on the overall Group goodwill. Goodwill represents the value of synergies and assembled workforce. (b) InBulk Technologies Limited Book and fair values of the net assets at date of acquisition were as follows: Book values 000 Intangible assets Property, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Trade and other payables Net assets 85% acquired on 28 February 2006 15% net assets acquired on 4 March 2005 Goodwill 196 119 14 534 229 (612) 480 Provisional Fair value to Group 000 943 119 14 534 229 (612) 1,227 1,043 294 1,337 8,816 10,153

Discharged by: 4 March 2005 Cash consideration Costs associated with the acquisition, settled in cash

1,450 133 1,583

28 February 2006 Discharged by: Cash consideration Fair value of shares issued Fair value of earn-out shares Costs associated with the acquisition, settled in cash

1,400 3,250 3,850 70 8,570 10,153

69

Part III Part of the consideration in InBulk Technologies Limited was in the form of earn-out shares. These shares will be issued if certain EPS targets are achieved in the year ended 30 September 2007 (note 28). The outflow of cash and cash equivalents on the acquisition of InBulk Technologies Limited is calculated as follows: 000 Cash consideration Cash acquired 1,470 (229) 1,241 From the date of acquisition, InBulk Technologies Limited has contributed 79,000 to revenue, 288,000 loss to profit after tax and 822,000 outflow to net cashflow from operating activities of the Group. All intangible assets were recognised at their respective fair values. The residual excess over the net assets acquired is recognised as goodwill. The intangible assets acquired as part of the acquisition consisted of certain patents with a 747,000 fair value plus existing intangible assets of 196,000 of which consists of research and development and patents. The fair value adjustments contain some provisional amounts which will be finalised in the 2007 financial statements. Goodwill represents the value of synergies and assembled workforce. The goodwill is provisional as the consideration includes the fair value of earn-out shares which are contingent on certain future financial targets. 20. Inventories 30 September 2006 000 Group Spare parts Work in progress 49 1,224 1,273 31 December 2005 000

Company The Company has no inventory in either period. 21. Trade and other receivables Group 30 September 31 December 2006 2005 000 000 Trade receivables Less: provision for impairment of receivables Trade receivables Loans owed by subsidiary Amounts due from subsidiaries VAT Prepayments and accrued income Other debtors Dividends receivable from subsidiary 14,933 (815) 14,118 268 307 132 14,825 70 260 260 Company 30 September 31 December 2006 2005 000 000 3 3 600 1,335 33 37 2,500 4,508 260 260

Part III Concentrations of credit risk with respect to trade receivables are limited due to the Groups customer base being large and unrelated. Due to this, management believe there is no further credit risk provision required in excess of normal provision for doubtful debts. 22. Financial liabilities

Current Group 30 September 31 December 2006 2005 000 000 Bank overdraft Current obligations under finance leases and hire purchase contracts (note 25) Current instalments due on bank loans (note 24) Interest rate swap Deferred consideration on acquisition 2,141 1,217 106 508 3,972 Company 30 September 31 December 2006 2005 000 000 1,533 329 508 2,370

Non-current Group 30 September 31 December 2006 2005 000 000 Non-current obligations under finance leases and hire purchase contracts (note 25) Non-current instalments due on bank loans (note 24) Revolving credit loan (note 24) Deferred consideration on acquisition Company 30 September 31 December 2006 2005 000 000

13,184 21,410 13,775 509 48,878

11,700 509 12,209

The bank overdrafts and revolving credit facility are secured via the Groups Bank of Scotland facility (note 24). The bank overdraft recorded by the Company is subject to legal offset with bank accounts held by subsidiary companies. As a result, for the Group balance sheet this amount is netted with positive cash, except cash held in the Netherlands and Sweden.

71

Part III 23. Trade and other payables

Current Group 30 September 31 December 2006 2005 000 000 Trade payables Trade accruals Taxation and social security Interest payable Pension contributions accrued Other creditors and accruals 15,144 6,269 159 19 201 2,061 23,853 90 40 130 Company 30 September 31 December 2006 2005 000 000 54 3 237 294 90 40 130

Non-current Group 30 September 31 December 2006 2005 000 000 Other creditors and accruals 24. Group Bank loans comprise the following: Group 30 September 2006 000 Term A Euro Term A GBP Term B Euro Revolving credit Euro Revolving credit GBP Company 31 September 2006 000 Bank loans 332 Company 30 September 31 December 2006 2005 000 000

12,505 1,907 2,151 2,151 7,971 7,971 5,840 7,935 36,402 12,029 Less: current instalments due on bank loans (1,217) (329) 35,185 11,700 The above bank loans are recorded at fair value less directly attributable transaction costs. The value of the unamortised transaction costs at 30 September 2006 for the Group was 763,000 and for the Company was 252,000. The Company and Group had no bank loans at 31 December 2005. Term Loan A Term Loan A has schedules quarterly repayments commencing 30 June 2006 and ending 31 March 2013 on the basis of the following annual percentages 8.7%, 9.24%. 10.32%, 15.2%, 17.4%, 19.57% and 19.57%. The loan bears interest based on the relevant currency LIBOR plus bank margin. However, all of the interest has been fixed as a result of interest rate swap agreements which results in the effective charge being 4.083% versus floating LIBOR until 30 September 2009.

72

Part III Term Loan B Term Loan B is repayable in a single repayment date falling on 31 March 2014. The loan bears interest based on the relevant currency LIBOR plus bank margin. However, all of the interest has been fixed as a result of interest rate swap agreements which results in the effective charge being 3.895% versus floating LIBOR until 30 September 2009. Revolving Credit Loan As described below the Group bank facility includes a revolving credit and ancillary facilities including overdraft. The revolving credit loan is a committed facility available through to 31 March 2013. There is no intention to repay any of the revolving credit loan in the next twelve months and on this basis has been classified as long term. The revolving credit loan bears interest on the relevant currency LIBOR plus bank margin. Group Bank Facility The above loans are sourced from a facility agreement between the Governor and Company of the Bank of Scotland (BOS) and the Company dated 1 February 2006 totalling A55m. The facility comprises term loans plus revolving credit and ancillary facility of A20m. The facility was granted after various security was provided which includes fixed and floating charges, share pledges and cross company guarantees. In addition, the continued availability of the facilities are subject to warranties, general undertakings, financial covenants and certain defined events of default. 25. Obligations under leases

The Group has entered into commercial leases on tankcontainers. These leases have an average duration of 5 years. There are no restrictions placed upon the lessee by entering into these leases. The leased assets and assets under hire purchase contracts are pledged as security for the related lease and hire purchase liabilities. Obligations under finance leases and hire purchase contracts Future minimum lease payments under finance leases and hire purchase contracts fall due as follows: Group 30 September 2006 000 Not later than one year After one year but not more than 5 years Greater than 5 years Less finance charges allocated to future periods Present value of minimum lease payments The present value of minimum lease payments is analysed as follows: Not later than one year After one year but not more than 5 years Greater than 5 years 3,047 9,616 6,542 19,205 (3,880) 15,325 2,141 7,292 5,892 15,325 Company 30 September 2006 000

All of the above finance lease obligations are denominated in Euros. The Group and Company had no obligations under finance leases and hire purchase contracts at 31 December 2005.

73

Part III Obligations under operating leases Future minimum rentals payable under non-cancellable operating leases are as follows: Current Group 30 September 2006 000 Not later than one year After one year but not more than 5 years Greater than 5 years 3,092 4,377 75 7,544 Company 30 September 2006 000

The Group and Company had no obligations under operating leases and hire purchase contracts at 31 December 2005. 26. Financial instruments

The Group is exposed to interest rate, liquidity, foreign currency and credit risks. The Board reviews and agrees policies for managing each of the risks associated with interest rate, liquidity, foreign currency and credit risks. It is the Groups policy that no trading in financial instruments shall be undertaken. These policies have remained unchanged throughout the period, are consistent with the previous periods and are summarised below: Interest rate risk The Group borrows in the desired currencies at floating rates of interest and can use forward rate agreements or interest rate swaps to generate the desired interest profile and to manage the Groups exposure to interest rate fluctuations. At 30 September 2006, 73 per cent. (31 December 2005: nil) of the Groups financial liabilities were at fixed rates after taking account of interest rate swaps. Liquidity risk The Group has a medium term loan facility which is regularly reviewed to ensure that it provides adequate liquidity for the Group. The facility is managed on a centralised basis with appropriate local availability. Foreign currency risk The Group has several significant overseas subsidiary undertakings whose revenues and expenses are denominated in a variety of currencies. It is the Groups policy to borrow in the same foreign currencies to ensure appropriate natural hedging is undertaken in the business which removes the need for financial instruments to be put in place. This takes the form of matching the gains or losses on the retranslation of the borrowings with the gains or losses on translation of the net investments in subsidiaries. Credit risk The risk of financial loss due to a counterpartys failure to honour its obligations arises principally in relation to transactions where the Group provides goods and services on deferred credit terms. Group policies are aimed at minimising such losses, and require that deferred credit terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. The Group has no significant concentrations of credit risk. Fair values of financial assets and financial liabilities The following table provides a comparison by category of the carrying amounts and the fair values of the Groups financial assets and financial liabilities at each period end. Fair value is the amount at which a financial instrument could be exchanged in an arms length transaction between informed and willing parties,

74

Part III other than a forced or liquidation sale, and excludes accrued interest. Where available, market values have been used to determine fair values. Where market values are not available, fair values have been calculated by discounting expected cash flows at prevailing interest rate and by applying year end exchange rates. The carrying amounts of short term borrowings approximate to book value. Group The fair value of the Groups financial assets and liabilities are: 30 September 2006 Book value 000 Financial Assets: Investments Unlisted shares Cash at bank and in hand Financial Liabilities: Current bank loans Non-current bank loans Interest rate swaps Finance leases 6,552 (1,217) (35,185) (106) (15,325) 30 September 2006 Fair value 000 6,552 (1,217) (35,185) (106) (12,475) 31 December 2005 Book value 000 1,583 177 31 December 2005 Fair value 000 1,583 177

Trade and other receivables, trade and other payables, other current liabilities and non current deferred consideration whose carrying value is a reasonable approximation to the fair value have been excluded from the table above. The only item above which is a derivative financial instrument is the interest rate swap, designated as a cash flow hedge. The fair values are based on cashflows discounted using a rate (based on borrowings) of 6.49 per cent. Company The fair value of the Companys financial assets and liabilities are: 30 September 2006 Book value 000 Financial Assets: Investments Unlisted shares Preference shares in subsidiary Cash at bank and in hand Financial Liabilities: Bank overdraft Current bank loans Non-current bank loans Interest rate swaps 2,139 (1,533) (329) (11,700) (58) 30 September 2006 Fair value 000 2,139 (1,533) (329) (11,700) (58) 31 December 2005 Book value 000 1,583 177 31 December 2005 Fair value 000 1,583 177

Trade and other receivables, trade and other payables, other current liabilities and non current deferred consideration whose carrying value is a reasonable approximation to the fair value have been excluded from the table above. The only item above which is a derivative financial instrument is the interest rate swap, designated as a cash flow hedge. Bank overdraft and current bank loans The fair value of the Groups overdrafts and bank loans is equivalent to the carrying value reported in the balance sheet as they are floating rate borrowings where payments are reset to market rates at intervals of up to three months.

75

Part III Non-current bank loans The fair value of the Groups long term borrowings has been calculated using values equivalent to the carrying value reported in the balance sheet given that they are floating rate borrowings where payments reset to market rates at intervals of up to three months. The fair value of interest rate swaps is based on market prices of comparable instruments at the balance sheet date. The fair value is assessed by calculating the discounted cash flows at prevailing interest rates and by applying year end exchange rates. Fair value has been determined by reference to market value using recent transactions at the balance sheet date. Fair value has been determined by reference to market value at the balance sheet date.

Interest rate swaps Finance leases

Preference shares Investments unlisted shares

In accordance with IAS 39, Financial Instruments: Recognition and measurement, the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain requirements set out in the standard. None were recognised that were required to be separately accounted for. Interest rate risk profile of financial assets and liabilities The following tables set out the carrying amount, by maturity, of the Groups financial instruments that are exposed to interest rate risk after taking account of the interest rate swaps used to manage the interest rate profile. Group Interest rate risk profile of financial assets are as follows: Cash at bank and in hand 30 September 2006 000 233 2,632 3,395 79 213 6,552 31 December 2005 000 177 177

Currency Sterling Euro US Dollars Swedish Krona Other currencies

Cash at bank With exception of the US bank accounts on which no interest is earned, cash at bank is held in floating rate interest-bearing current accounts or deposit accounts. Floating rate interest bearing accounts bear interest at rates based on relevant national LIBOR equivalents plus a margin as defined in the terms and conditions of the accounts. Interest rate risk profile of financial liabilities is as follows:

76

Part III Period ended 30 September 2006 Within 1 year 000 Floating rate Revolving credits loans GBP Revolving credit loans Euro Fixed rate Bank loans GBP Bank loans Euro Finance leases Euro 1-2 years 000 2-3 years 000 3-4 years 000 4-5 years 000 More than 5 years 000 Total 000

160 1,057 2,141 3,358

197 1,274 2,373 3,844

247 1,563 1,545 3,355

334 2,072 1,835 4,241

385 2,364 1,539 4,288

7,935 5,840 828 12,146 5,892 32,641

7,935 5,840 2,151 20,476 15,325 51,727

The exposure of the Group to interest rate changes when borrowings reprice is as follows: 1 year 000 Total borrowings Effect of interest rate swaps 2 years 000 At 30 September 2006 3 years 4 years 000 000 5 years 000

51,727 48,369 44,525 41,169 32,641 (22,627) (23,845) (25,316) 29,100 24,524 19,209 41,169 32,641 The Group had no financial liabilities at 31 December 2005 thus the table above has no prior period comparatives. The bank loans included above as fixed interest are classified as such due to the effect of interest rate swaps that expire on the 30 September 2009. The weighted average interests rates on the financial liabilities are as follows: 30 September 2006 % Floating Revolving credits loans Sterling Revolving credit loans Euro Fixed Bank loans Sterling Bank loans Euro Finance leases Euro 6.59% 4.88% 7.53% 6.33% 6.49%

As the Company had no subsidiaries at 31 December 2005, the Groups profile of financial assets and liabilities were the Companys being the sterling floating rate cash thus no comparative table shown for the Group. Company The Company cash at bank and bank overdraft which is all Sterling denominated are at floating rates with a maturity of less than one year. The preference shares in subsidiary undertakings are Euro denominated at fixed rates with a maturity after five years. The bank loans are all at fixed rates, due to the existence of the interest rate swaps, have the following maturity:

77

Part III 30 September 2006 Bank loans 000 Within 1 year 1-2 years 2-3 years 3-4 years 4-5 years More than 5 years 329 400 493 659 753 9,395 12,029

The denomination of the bank loans are disclosed in note 24. Of the 12,029,000, 2,151,000 has a weighted average interest cost of 7.53 per cent. and 9,878,000 has a weighted average interest cost of 6.55 per cent. These rates are fixed until 30 September 2009. Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. The weighted average interest rate on fixed debt is derived from the fixed leg of each interest rate swap. Instruments classified as floating rate are repriced at intervals of less than one year. The other financial instruments of the Group that are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk. Financial Instruments The fair value and book value of the derivative financial instruments are as follows: 30 September 2006 000 Group Assets interest rate swaps Liabilities interest rate swaps (106) (106) (58) (58) 31 December 2005 000

Company Assets interest rate swaps Liabilities interest rate swaps

Cash flow Hedges At 30 September 2006, the Group had interest rate swaps in place with notional amounts of 12,767,000, 8,138,000 and 1,490,000 whereby they receive fixed rates of interest of 3.880 per cent., 3.895 per cent. and 5.265 per cent. and pay variable rates based on 3.376 per cent., 3.376 per cent. and 5.074 per cent. respectively. The swap is being used to hedge the exposure to changes in the interest rates. The secured loan and interest rate swap have the same critical terms. The loss deferred in equity will reverse in the income statement during the next three years (being the life of the swap). Net investments in foreign operations Included in loans at 30 September 2006 was a borrowing of Euro 14,870,000 which has been designated as a hedge of the net investment in subsidiaries that are Euro denominated and is being used to hedge the Groups exposure to foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing are transferred to equity to offset any gains or losses on translation of the net investment in the subsidiary. The fair value of Euro borrowings, designated as a hedge against the net of investments in subsidiaries, at 30 September 2006 was 10,085,000 (31 December 2005: nil). The foreign exchange loss

78

Part III of 9,000 (period to 31 December 2005: nil) on translation of the borrowings to Sterling has been recognised in exchange reserves. There were no derivatives outstanding at the balance sheet date that were designated as fair value hedges (31 December 2005: nil). 27. Authorised and issued share capital

Group and Company The authorised share capital of the Company can be analysed as follows: 2006 000 Authorised 500,000,000 ordinary shares of 1p each 200,000,000 ordinary shares of 10p each Total Allotted, called up and fully paid The issued share capital can be analysed as follows: At 8 December 2004 During the year the following ordinary shares of 1p each were issued: Number Allotted for cash at 1.0p Allotted for cash at 2.9p Allotted for cash at 3.0p Allotted for cash at 4.0p Allotted for cash at 4.5p Allotted for cash at 5.0p At 31 December 2005 Share conversion (1 to 10) on 28 February 2006 Allocated for cash at 10p on 28 February 2006 Issued as consideration for InBulk Technologies Limited At 30 September 2006 Share warrants On 21 December 2004 1,200,000 warrants (adjusted for 28 February 2006 Share consolidation) were granted with an exercise price of 30p (adjusted for 28 February 2006 share consolidation). The exercise period is 30 December 2004 to 31 December 2007. During the period to 31 December 2005 100,000 warrants were exercised. As at 30 September 2006 1,100,000 warrants remain outstanding. 30,000,000 1,659,938 34,866,666 23,750,000 463,888 680,000 91,420,492 (82,278,443) 72,500,000 16,249,991 97,892,040 000 300 17 349 237 4 7 914 7,250 1,625 9,789 20,000,000 20,000,000 2005 000 5,000,000 5,000,000

79

Part III 28. Group

Equity share capital 000 At 8 December 2004 Total recognised income and expense for the year Allotted for cash Expenses of issue At 31 December 2005 Total recognised income and expense for the year Share of subsidiaries loss before full control Alloted for cash Expenses of issue Shares issued as consideration Earn-out shares At 30 September 2006 914 0 914 7,250 1,625 9,789 Share premium Account 000 1,488 (301) 1,187 7,250 (1,983) 1,625 8,079 Retirement benefit obligation reserve 000 24 24 Cumulative translation Reserve 000 12 12 Equity component of financial instruments 000 (74) (74)

Reconciliation of movements in equity

Earn-out shares 000 3,850 3,850

Retained earnings 000 (211) (211) 916 (111) 594

Total 000 (211) 2,402 (301) 1,890 878 (111) 14,500 (1,983) 3,250 3,850 22,274

Part of the consideration for the acquisition of InBulk Technologies Limited was in the form of earn-out shares. These shares will be issued if certain EPS targets are achieved in the year ended 30 September 2007. The above reserve assumes full issue of earn-out shares of 19,249,991 at 20p being the historic placing price at 28 February 2006. Company Equity share Share premium capital Account 000 000 At 8 December 2004 Total recognised income and expense for the year Allotted for cash Expenses of issue At 31 December 2005 Total recognised income and expense for the year Alloted for cash Expenses of issue Shares issued as consideration Earn-out shares At 30 September 2006 Earn-out shares 000 Retained earnings 000 Total 000

914 914 7,250 1,625 9,789

1,488 (301) 1,187 7,250 (1,983) 1,625 8,079

3,850 3,850

(211) (211) 1,903 1,692

(211) 2,402 (301) 1,890 1,903 14,500 (1,983) 3,250 3,850 23,410

80

Part III 29. Group (a) Cash flow from operations 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Net profit/(loss) Adjustments for: Taxation Depreciation Profit on sale of investment Amortisation of intangible assets: patents Finance income Finance expenses Other finance expenses pension Non cash element of retirement benefit obligations Increase in inventories Decrease/(increase) in trade & other receivables Increase in retirement benefit obligations Increase in payables Cash generated from operations (b) Cash and cash equivalents 30 September 2006 000 Cash and cash equivalents (c) Analysis of Group net debt 1 January 2006 000 Cash and cash equivalents Loans Finance leases 177 177 8 December 2004 000 Cash and cash equivalents (d) Cashflow 000 6,511 (10,945) 1,039 (3,395) Cashflow 000 177 Exchange differences 000 (136) 175 78 117 Exchange differences 000 Non-cash movements 000 (25,632) (16,442) (42,074) Non-cash movements 000 30 September 2006 000 6,552 (36,402) (15,325) (45,175) 31 December 2005 000 177 6,552 31 December 2005 000 177 916 580 1,634 (29) 38 (72) 1,988 19 30 (1,170) 1,299 45 1,517 6,795 (211) (6) (260) 130 (347) Additional cash flow information

Non-cash movements Non-cash movements include 622,000 relating to the inception of new finance leases on the purchase of tankcontainers during the period. In addition, on the acquisition of United Transport Tankcontainers Holdings BV, as described in note 19, finance lease creditors of 15,753,000 were assumed. In addition, included in non-cash movements was 25.5 million of debt assumed on the acquisition of United Transport Tankcontainers Holdings BV which was immediately repaid. This acquisition was on a debt free basis but the mechanism requires excluded debt to be repaid by the Company. 81

Part III Company (a) Cash flow from operations 9 months to 8 December 2004 30 September to 31 December 2006 2005 000 000 Net profit/(loss) Adjustments for: Amortisation of deferred finance costs Taxation Finance income Finance expense Increase in trade & other receivables Increase in payables Increase in dividends receivable Cash generated from continuing operations (b) Cash and cash equivalents 30 September 2006 000 Cash and cash equivalents (c) Analysis of company net debt 1 January 2006 000 Cash and cash equivalents Bank Loans Loan to subsidiary 177 177 8 December 2004 000 Cash and cash equivalents 30. (1,533) Exchange differences 000 (58) (58) Exchange differences 000 Non-cash movements 000 (26) (26) Non-cash movements 000 31 December 2005 000 177 30 September 2006 000 (1,533) (12,029) (600) (14,162) 31 December 2005 000 177 1,903 26 (184) (3) 469 (266) 165 (2,625) (515) (211) (6) (260) 130 (347)

Cashflow 000 (1,710) (11,945) (600) (14,255) Cashflow 000 177

Capital commitments

The Group and Company have no capital commitments at 30 September 2006 (31 December 2005: nil). 31. Pension and other post-retirement benefits

The Group has a defined contribution pension scheme under which the Group pays fixed contributions to a third party insurance company, except for two of the Directors for which the Group has a defined benefit plan. (a) Defined Contribution Pension Scheme In respect of the defined contribution pension scheme 124,000 (period to 31 December 2005: nil) has been recognised as an administrative expense during the period (note 5).

82

Part III (b) Defined Benefit Pension Scheme The Group operates a defined benefit scheme. The amounts recognised in the balance sheet are determined as set out below. The assets and liabilities of the schemes at 30 September 2006 are: 30 September 2006 000 Scheme assets at fair value Fair value of plan assets (fixed interest bonds) Present value of defined benefit obligation At acquisition 000

(306) (379) 1,121 1,125 Net pension liability 815 746 The pension plans have not invested in any of the Groups own financial instruments nor in properties or other assets used by the Group. The fixed interest bonds at 30 September 2006 had as expected long term rate of return of 4.5% (At acquisition: 4.25%). The amounts recognised in the income statement are as follows: 9 months to 30 September 2006 000 Recognised in the Income Statement Current service cost (included in administrative charge) Recognised in arriving at operating profit (note 5) Expected return on pension scheme assets Interest on pension scheme liabilities Net return 30 30 (10) 29 19 9 months to 30 September 2006 000 Taken to the Statement of Recognised Income and Expense Actual return less expected return on pension scheme assets Less: experience gains and losses on liabilities Movement in deferred tax asset Actuarial gains and losses recognised in the Statement of Recognised Income and Expense 82 (48) 34 (10) 24

The cumulative actuarial gains and losses recognised in equity at 30 September 2006 is 48,000 (31 December 2005: nil). The actual return on plan assets was 65,000 (31 December 2005: nil). Pension contributions are determined with the advice of independent qualified actuaries on the basis of annual valuations using the projected unit method. Plan assets are stated at their market values at the respective balance sheet dates and overall expected rates of return are established by applying published brokers forecasts to each category of plan assets and allowing for plan expenses. The most recent actuarial valuation was performed by HV&P actuaries as at 30 September 2006. The principal assumptions used by the actuaries include:

83

Part III 30 September 2006 000 Rate of salary increases Expected rates of return on scheme assets bonds Discount rate Inflation assumption Mortality assumption The average life expectancy of male pensioner retiring at age 65 on the balance sheet is 76 years (at acquisition: 76 years). The average life expectancy of a male pensioner retiring at age 65, 44 years after the balance sheet date is 82 years (at acquisition: 82). The Group made additional contributions of 49,000 in the period to 30 September 2006 (period to 31 December 2005: nil). Further additional contributions of 40,000, in addition to the employers regular contributions, are expected to be made in the next financial year. The total contributions to the defined benefit plans in the next financial year are expected to be 91,000. Changes in the present value of the defined benefit pension obligations are analysed as follows: 9 months to 30 September 2006 000 At acquisition on 28 February 2006 Current service cost Interest cost Actuarial losses Exchange movement 30 September 2006 The defined benefit obligation comprises 815,000 (31 December 2005: nil) from a plan that is wholly or partially funded. Changes in the fair value of plan assets are analysed as follows: 9 months to 30 September 2006 000 379 10 (82) (1) 306 30 September 2006 Fair value of scheme assets Present value of defined benefit obligation (000) (Deficit)/Surplus in the scheme (000) Difference between actual return on scheme assets Amount (000) Percentage of scheme assets Experience gains and losses on scheme liabilities Amount (000) Percentage of scheme liabilities Total amount recognised in statement of recognised income and expense Amount (000) Percentage of scheme liabilities 1,121 306 (82) 27% (66) 6% 24 2% 1,125 30 29 (48) (15) 1,121 1.25% 4.50% 4.50% 2.00%

At acquisition 000 1.25% 4.25% 4.25% 2.00%

At acquisition on 28 February 2006 Expected return on plan assets Actuarial gains Exchange movement 30 September 2006 History of experience gains and losses:

84

Part III 32. Related party transactions

The Group has entered into certain management service agreements with Clyde Blowers Limited, a company in which Bill Thomson and Jim McColl are Directors. These service agreements cover the services of Scott Cunningham, Bill Thomson and Jim McColl, in-house legal services, general administrative services and office space. For the current period fees payable under these arrangements were 222,268, excluding out of pocket expenses (period to 31 December 2005: 30,000). In addition, during the current period the Group entered into an engagement letter in relation to services provided in respect of acquisitions and the readmission process which was performed during the current period. The fee payable in accordance with this engagement letter was 275,000, excluding out of pocket expenses. As at 30 September 2006 amounts due to Clyde Blowers Limited were 45,317 (31 December 2005: 35,250). The Group has obtained services including research and development resources, certain financial and administrative support, site service personnel and equipment parts from Clyde Materials Handling Limited, a company in which Bill Thomson and Jim McColl are Directors of the parent company, Clyde Process Solutions plc. For the current period amounts payable under these arrangements were 131,427. As at 30 September 2006 amounts due to Clyde Materials Handling Limited were 9,092. The Group had entered into certain management service agreements with Griffin Corporate Finance Limited, a company in which Stephen Dean and Vince Nicholls are Directors. Both of these individuals resigned from the Group on 28 February 2006 and such service agreements were cancelled. These service agreements covered certain financial and administrative support. For the current period fees payable under these arrangements were 3,750 (period to 31 December 2006: 99,552), excluding out of pocket expenses. In addition, during the current period the Group entered into an engagement letter for services provided in relation to acquisitions and the readmission process which was performed during the current period. The fees payable in relation to this engagement letter were 275,000 (excluding out of pocket expenses). During the period to 31 December 2005 other amounts paid to Griffin Corporate Finance Limited were 94,282 in respect to AIM admission fees, acquisition fees of 276,125 and placing commission of 9,548. As at 30 September 2006 amounts due to Griffin Corporate Finance Limited were nil (31 December 2005: 35,000). Bill Thomson was a Director and shareholder of both the Company and InBulk Technologies Limited. As a result, the acquisition of InBulk Technologies Limited as disclosed in note 19 constitutes a related party transaction. 33. Subsequent events

On 12 October 2006, the Company granted options under its Unapproved Share Option Scheme to executive directors as outlined in the Directors Report. Total numbers of options issued were 3,132,544 each with an exercise price of 20 pence. On 21 December 2006, the Group acquired the entire share capital of Tony Trailerfracht AB, a small Swedish transport company, for 0.3 million.

85

Part IV(A)

PART IV(A) HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORT INTERNATIONAL LIMITED

REPRODUCTION OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2005 The audited accounts of UTI for the year ended 30 September 2005, which have been prepared in accordance with UK GAAP, are reproduced in full in this Part IV(A). Report of the independent auditors to the members of United Transport International Limited We have audited the financial statements of United Transport International Limited for the year ended 30 September 2005 which comprise the principal accounting policies, the consolidated profit and loss account, the balance sheets, the consolidated cash flow statement and notes 1 to 29. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the companys members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the companys members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the companys members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of the directors and auditors The directors responsibilities for preparing the directors report and the financial statements in accordance with United Kingdom law and accounting standards are set out in the statement of directors responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom auditing standards. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors remuneration and transactions with the company is not disclosed. We read other information contained in the directors report, and consider whether it is consistent with the audited financial statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of opinion We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the groups circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

86

Part IV(A) Opinion In our opinion the financial statements give a true and fair view of the state of the affairs of the company and the group as at 30 September 2005 and of the loss for the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985. GRANT THORNTON UK LLP REGISTERED AUDITORS CHARTERED ACCOUNTANTS LEEDS 26 July 2006

87

Part IV(A) Principal accounting policies Basis of preparation The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost convention. The principal accounting policies of the group are set out below and are unchanged from the previous year. Basis of consolidation The group financial statements consolidate those of the company and of its subsidiary undertakings (see note 11) drawn up to 30 September 2005. Profits or losses on intra-group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiarys assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date. Goodwill arising on consolidation, representing the excess of the fair value of the consideration given over the fair values of the identifiable net assets acquired, is capitalised and is amortised on a straight line basis over its estimated useful economic life of 20 years as shown in note 9. Associated undertakings Undertakings other than subsidiary undertakings, in which the group has an investment of at least 20% of the shares and over which it exerts significant influence, are treated as associates. The groups share of the profits less losses and other recognised gains and losses of the associates are included in the group profit and loss account and statement of total recognised gains and losses respectively. Where the accounting periods covered by audited financial statements are not coterminous with that of the group, the share of profits less losses of the associates has been arrived at from the latest audited financial statements available and unaudited management accounts at the groups balance sheet date. The group balance sheet includes the investment in the associates at the groups share of net assets and the goodwill arising on the acquisition of the interest in so far as it has not already been amortised. Turnover Turnover is the total amount receivable by the group for goods supplied and services provided, excluding VAT and trade discounts. Goodwill Purchased goodwill is capitalised and is amortised on a straight line basis over its estimated useful economic life of 20 years as shown in note 9. Research and development Development costs incurred on specific projects are capitalised when recoverability can be assessed with reasonable certainty and are to be amortised in line with expected sales. All other research and development costs are written off in the year of expenditure. Tangible fixed assets and depreciation Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets by equal annual instalments over their expected useful lives. The periods generally applicable are: Freehold properties Tanks, plant and equipment Motor vehicles Fixtures and fittings 50 years 2 -15 years 4 years 5 years

88

Part IV(A) Investments Investments are included at cost less amounts written off. Profits or losses arising from disposals of fixed asset investments are treated as part of the result from ordinary activities. Intangible fixed assets Patents are stated at cost and are amortised on a straight line basis over the anticipated life of the patent. Stocks Stocks are stated at the lower of cost and net realisable value. Deferred taxation Deferred tax is recognised on all timing differences where the transactions or events that give the group an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted or substantially enacted by the balance sheet date. Foreign currency Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. All other exchange differences were dealt with through the profit and loss account. The financial statements of foreign subsidiaries are translated at the rate of exchange ruling at the balance sheet date. Contributions to pension funds Defined Contribution Schemes The company operates defined contribution pension schemes. The assets of the schemes are held separately from those of the group in independently administered funds. The pension costs charged against profits represent the amount of the contributions payable to the schemes in respect of the accounting period. Leased assets Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their expected useful lives. The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the profit and loss account over the period of the lease. All other leases are regarded as operating leases and the payments made under them are charged to the profit and loss account on a straight line basis over the lease term. Grant income Grants that relate to specific capital expenditure are treated as deferred income which is then credited to the profit and loss account over the related assets useful life. Other grants are credited to the profit and loss account in the period to which they relate, to the extent that they are not repayable.

89

Part IV(A) Consolidated profit and loss account Note Turnover Cost of sales Gross profit Other operating charges Operating profit before amortisation of intangible assets and exceptional items Amortisation of intangible assets Exceptional items Operating profit Net interest Loss on ordinary activities before taxation Tax on loss on ordinary activities Loss on ordinary activities after taxation Dividends Loss transferred from reserves All of the activities of the group are classed as continuing. There were no recognised gains or losses other than the loss for the financial year. 4 1 6 8 20 2 1 2005 000 136,889 (115,663) 21,226 (15,858) 9,734 (3,418) (948) 5,368 (7,597) (2,229) (353) (2,582) (1,215) (3,797) 2004 000 132,538 (111,400) 21,138 (13,969) 10,576 (3,407) 7,169 (7,958) (789) (983) (1,772) (1,216) (2,988)

The accompanying accounting policies and notes form an integral part of these financial statements.

90

Part IV(A) Consolidated balance sheet Note Fixed assets Intangible assets Tangible assets Investments 2005 000 50,014 44,507 20 94,541 3,617 22,919 30,394 56,930 (87,345) (30,415) 64,126 (71,772) (6,357) (14,003) 2004 000 53,389 43,841 20 97,250 2,788 22,572 21,534 46,894 (72,804) (25,910) 71,340 (75,134) (6,391) (10,185)

9 10 11

Current assets Stocks Debtors Cash at bank and in hand

12 13

Creditors: amounts falling due within one year Net current liabilities Total assets less current liabilities Creditors: amounts falling due after more than one year Provisions for liabilities and charges

14

15 17

Capital and reserves Called up share capital Capital redemption reserve Own shares Profit and loss account Shareholders funds Equity shareholders funds Non-equity shareholders funds

19 20 20 20 21 1,218 344 (103) (15,462) (14,003) (26,385) 12,382 (14,003)

1,218 344 (82) (11,665) (10,185) (21,454) 11,269 (10,185)

The financial statements were approved by the Board of Directors on 24 July 2006. A Wilson Director T J Carlisle Director

The accompanying accounting policies and notes form an integral part of these financial statements.

91

Part IV(A) Balance sheet Note Fixed assets Tangible assets Investments 2005 000 90,958 90,958 422 38,108 38,530 (54,888) (16,358) 74,600 (73,033) 1,567 2004 000 90,958 90,958 126 31,046 31,172 (40,224) (9,052) 81,906 (78,938) 2,968

10 11

Current assets Debtors: amounts falling due within one year Debtors: amounts falling due after more than one year

13 13

Creditors: amounts falling due within one year Net current liabilities Total assets less current liabilities Creditors: amounts falling due after more than one year

14

15

Capital and reserves Called up share capital Capital redemption reserve Own shares Profit and loss account Shareholders funds Equity shareholders funds Non-equity shareholders funds

19 20 20 20

1,218 344 (103) 108 1,567 (10,815) 12,382 1,567

1,218 344 (82) 1,488 2,968 (8,301) 11,269 2,968

The financial statements were approved by the Board of Directors on 24 July 2006. A Wilson Director T J Carlisle Director

The accompanying accounting policies and notes form an integral part of these financial statements.

92

Part IV(A) Consolidated cash flow statement Note Net cash inflow from operating activities Returns on investments and servicing of finance Interest received Interest paid Interest paid under finance leases and hire purchase contracts Non equity dividends paid Net cash outflow from returns on investments and servicing of finance Taxation Capital expenditure Purchase of tangible fixed assets Sale of tangible fixed assets Purchase of intangible fixed assets Net cash outflow from capital expenditure Acquisitions and disposals Purchase of subsidiary undertakings Net cash outflow from acquisitions and disposals Equity dividends paid Net cash inflow before financing Financing Net repayment of borrowings Payments to acquire own shares Capital element of payments under finance leases and hire purchase contracts Net cash inflow from financing Decrease in cash 24 22 2005 000 11,188 1,597 (5,218) (933) (4,554) (799) (3,648) 347 (43) (3,344) (50) (50) 2,441 23 (1,944) (21) (3,702) (5,667) (3,226) 2004 000 11,792 579 (7,455) (1,005) (1,116) (8,997) 48 (5,778) 490 (72) (5,360) (50) (50) (140) (2,707) (1,830) (4,468) (6,298) (9,005)

The accompanying accounting policies and notes form an integral part of these financial statements.

93

Part IV(A) Notes to the financial statements 1 Turnover and loss on ordinary activities before taxation

Turnover is attributable to international bulk transport and container rental. Turnover for the year is analysed by geographical market as follows: 2005 000 United Kingdom Rest of Europe Rest of World 43,286 90,007 3,596 136,889 2004 000 42,081 87,928 2,529 132,538

The nature of the groups world-wide activities is such that it is not possible to present further geographical segmental information without making significant internal allocations, many of which are necessarily subjective. The loss on ordinary activities before taxation is stated after: 2005 000 Auditors remuneration: Audit services Non-audit services Depreciation and amortisation: Intangible fixed assets Tangible fixed assets, owned Tangible fixed assets, held under finance leases and hire purchase contracts Hire of plant and machinery Other operating lease rentals Exchange differences 78 89 3,418 3,613 1,473 261 2,158 (207) 2004 000 75 85 3,407 3,337 1,802 294 1,804 51

2005 000 12,440 3,418 15,858

2004 000 10,562 3,407 13,969

Other operating charges

Administrative expenses Amortisation of intangible fixed assets

2005 000

2004 000

Exceptional items

Redundancy costs Other

832 116 948

94

Part IV(A) 4 Net interest 2005 000 On loan stock On bank loans and overdrafts Finance charges in respect of finance leases and hire purchase contracts Other interest payable Other interest receivable and similar income 2,842 5,419 933 9,194 (1,597) 7,597 2004 000 2,842 4,664 1,005 26 8,537 (579) 7,958

2005 000

2004 000

Directors and employees

Staff costs during the year were as follows:

Wages and salaries Social security costs Other pension costs

7,228 809 493 8,530

2005 000

6,385 686 468 7,539

2004 000

The average number of employees of the group during the year was 269 (2004:257). Remuneration in respect of directors was as follows:

Emoluments Fees Pension contributions to money purchase pension schemes Payments to third parties for directors services Compensation for loss of office

384 22 40 80 32 558

2005 000

320 130 39 80 131 700

2004 000

During the year 2 (2004: 3) directors participated in money purchase pension schemes. Emoluments of highest paid director:

Emoluments Pension contributions to money purchase pension schemes

157 20 177

143 20 163

95

Part IV(A) 6 Tax on loss on ordinary activities

The tax charge represents: 2005 000 United Kingdom corporation tax at 30% (2004: 30%) Adjustments in respect of prior years Overseas taxation current year Overseas taxation prior years Total current tax Origination and reversal of timing differences (note 17) Tax on loss on ordinary activities Factors affecting the tax charge for the year: The tax assessed for the year is different from the standard rate of corporation tax in the United Kingdom of 30% (2004: 30%). The differences are explained as follows: 2005 000 Loss on ordinary activities before taxation Loss on ordinary activities multiplied by the standard rate of corporation tax in the United Kingdom of 30% (2004: 30%) Effect of: Expenses not deductible Depreciation in excess of capital allowances Short term timing differences Lower tax rates on overseas earnings Effect of fair value adjustment on consolidation Amortisation of intangible assets Retranslation of overseas balances on consolidation Adjustment to actual rate of UK taxation Utilisation of losses Sundry consolidation adjustments Adjustments in respect of prior years Roundings Current tax charge for the year (2,229) (669) 152 4 57 (31) (112) 1,022 8 (43) (1) 387 2004 000 (789) (237) 77 (275) 33 (40) (112) 1,022 96 (5) (26) 9 89 1 632 434 (31) (4) (12) 387 (34) 353 2004 000 543 (104) 193 632 351 983

Loss for the financial year

The parent company has taken advantage of section 230 of the Companies Act 1985 and has not included its own profit and loss account in these financial statements. The group loss for the year includes a loss of 165,000 (2004: loss of 168,000) which is dealt with in the financial statements of the company.

96

Part IV(A) 8 Dividends 2005 000 Equity dividends: Ordinary shares 10p (2004: 10p) per share B ordinary shares 10p (2004: 10p) per share Non-equity dividends: Preferred ordinary shares 10p (2004: 10p) per share 96 6 102 1,113 1,215 2004 000 96 7 103 1,113 1,216

Total 000 68,132 43 68,175 14,743 3,418 18,161

Intangible fixed assets Goodwill on consolidation 000 33,469 33,469 7,175 1,671 8,846 Purchased goodwill 000 34,591 34,591 7,565 1,733 9,298 Patent and trademarks 000 17 17 2 3 5 Development expenditure 000 55 43 98 1 11 12

The group Cost At 1 October 2004 Additions At 30 September 2005 Amortisation At 1 October 2004 Provided in the year At 30 September 2005 Net book amount at 30 September 2005 Net book amount at 30 September 2004

24,623

26,294

25,293

27,026

12

15

86

54

50,014

53,389

97

Part IV(A) 10 Tangible fixed assets Tanks, plant and equipment, fixtures and fittings 000 77,505 5,109 878 (2,186) (34) 81,272 36,166 4,758 (1,840) 71 39,155

The group Cost At 1 Oct 2004 Additions Transfers Disposals Exchange difference At 30 Sep 2005 Depreciation At 1 Oct 2004 Provided in the year Disposals Exchange difference At 30 Sep 2005 Net book amount at 30 Sep 2005 Net book amount at 30 Sep 2004

Freehold properties 000 980 980 75 15 90

Computer equipment 000 2,278 356 (6) (1) 2,627 1,674 311 (5) 1,980

Assets Motor under vehicles construction 000 000 28 16 (1) 43 21 2 23 990 725 (878) 837 4 4

Total 000 81,781 6,206 (2,192) (36) 85,759 37,940 5,086 (1,845) 71 41,252

Computer equipment 000 905 41,339 604 7 986

890

42,117

647

20

833

44,507

43,841

The company Cost At 1 October 2004 and 30 September 2005 Depreciation At 1 October 2004 and 30 September 2005 Net book amount at 30 September 2005 and 30 September 2004

126

126

98

Part IV(A) The figures stated above for the group include assets held under finance leases and similar hire purchase contracts as follows: Tanks, plant and equipment, fixtures and fittings 000 Net book amount at 30 September 2005 Net book amount at 30 September 2004 Depreciation provided in the year 11 Fixed asset investments Shares in associated undertakings 000

20,055 1,364

14,997

The group Cost and net book amount At 1 October 2004 and 30 September 2005

Shares in group undertakings 000

20

The company Cost and net book amount At 1 October 2004 and 30 September 2005

90,958

99

Part IV(A) At 30 September 2005 the group held 20% or more of the allotted share capital of the following:
Country of incorporation & operation Subsidiary undertakings UBC Limited Linertech Limited Linertech Ireland Limited Yardbrace Limited United IFF Limited IBC Limited IBC Europa BV IBC Logistic Systems Limited International Bulk Systems Limited CTU GmbH Hillgate (XYZ) Limited Polylog Limited Chemlog Limited UBC BV United Transport GmbH UBC Austria GmbH UBC SAS UBC Espana SA UBC Finland OY International Bulk Freight Limited United Transport Europe Limited Bailee Freight Services Limited Beaverbag Products Limited Linertech Solutions Limited Associated undertakings and joint ventures E-Log BV UBC Malaysia Limited Nylog Limited UK UK Ireland UK UK UK Holland UK UK Germany UK UK UK Holland Germany Austria France Spain Finland UK UK UK UK UK Holland Malaysia UK Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Class of share capital held Proportion By parent company % 100 100 100 100 100 100 100 held By the group % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 50 50 50

Nature of business International logistics Manufacture of liners Dormant Dormant Dormant Dormant International logistics Dormant Dormant International logistics Dormant Dormant Dormant International logistics International logistics International logistics International logistics International logistics International logistics Dormant Holding company Dormant Dormant Dormant International logistics International logistics Dormant

12

Stocks 2005 000 2004 000 1,605 205 978 2,788

The group

Raw materials and consumable stores Work in progress Finished goods

2,064 1,553 3,617

100

Part IV(A) 13 Debtors The group 2005 000 Trade debtors Amounts owed by group undertakings Amounts owed by associated undertakings Other debtors Prepayments and accrued income 16,957 1,080 4,882 22,919 The company 2005 000 38,212 314 4 38,530 The group 2004 000 17,586 56 752 4,178 22,572 The company 2004 000 31,157 1 14 31,172

Included within amounts owed by group undertakings for the company are amounts of 38,108,000 (2004: 31,046,000) which fall due for payment after more than one year. 14 Creditors: amounts falling due within one year The group 2005 000 Bank loans and overdrafts (note 16) Trade creditors Amounts owed to group undertakings Amounts owed to associated undertakings Corporation tax Social security and other taxes Proposed dividends Other creditors Accruals and deferred income Amounts due under finance leases and hire purchase contracts (note 16) Deferred consideration 48,462 18,191 71 22 218 1,365 395 16,829 1,742 50 87,345 The company 2005 000 47,275 44 2,733 4 1,365 3,467 54,888 The group 2004 000 35,001 18,827 434 59 150 2,476 13,064 2,693 100 72,804 The company 2004 000 34,289 51 2,955 4 150 1,941 834 40,224

The group 2005 000

15

Creditors: amounts falling due after more than one year The company 2005 000 14,034 30,575 28,424 73,033 The group 2004 000 38,731 28,424 7,979 75,134 The company 2004 000 14,034 36,480 28,424 78,938

Amounts owed to group undertakings Bank loans (note 16) Loan stock (note 16) Amounts due under finance leases and hire purchase contracts (note 16)

35,669 28,424 7,679 71,772

101

Part IV(A) 16 Borrowings

Borrowings are repayable as follows: The group 2005 000 Within one year: Bank and other borrowings Finance leases and hire purchase contracts After one and within two years: Bank and other borrowings Finance leases and hire purchase contracts After two and within five years: Bank and other borrowings Loan stock Finance leases and hire purchase contracts After more than five years: Bank and other borrowings 48,462 1,742 8,047 2,617 25,993 28,424 5,062 1,629 121,976 The company 2005 000 47,275 6,595 23,980 28,424 106,274 The group 2004 000 35,001 2,693 6,289 2,332 27,013 28,424 5,647 5,429 112,828 The company 2004 000 34,289 5,578 25,910 28,424 4,992 99,193

The group 2005 000

The company 2005 000

The group 2004 000

The company 2004 000

Bank and other borrowings repayable after more than five years comprise:

Bank loans

1,629

5,429

4,992

Bank loans and overdraft The bank loans and overdrafts are secured by a fixed and floating charge over all the assets of the group. The bank loans are repayable in instalments over a period of seven years and bear interest at rates of base plus 2.25% and base plus 2.75% per annum. Loan stock The loan stock is redeemable at par on 31 December 2007 subject to the consent of the companys bankers, shareholders and the loan stock holders and bears interest at a rate of 10% per annum. 17 Provisions for liabilities and charges Deferred taxation (note 18) 000 6,391 (34) 6,357

The group

At 1 October 2004 Released in the year (note 6) At 30 September 2005

102

Part IV(A) 18 Deferred taxation

The group 2005 000 Accelerated capital allowances Other timing differences 6,432 (75) 6,357 2004 000 6,432 (41) 6,391

2005 000

2004 000

19

Share capital

Authorised: 12,381,920 preferred ordinary shares of 10p each 968,000 ordinary shares of 10p each 95,469 B ordinary shares of 10p each

1,238 97 9 1,344

Allotted and called up: 11,131,920 preferred ordinary shares of 10 p each 957,163 ordinary shares of 10p each 89,682 B ordinary shares of 10p each

1,238 97 9 1,344

1,113 96 9 1,218

1,113 96 9 1,218

Preferred ordinary shares The preferred ordinary shares of 10p each are non-equity shares which carry entitlement to a dividend at the rate of 10p per share per annum. Holders of preferred ordinary shares have no voting rights and have the right on a winding-up to receive, in priority to any other class of shares, the sum of 1 per share together with any arrears of dividend. B ordinary shares The directors consider the B ordinary shares of 10p each to be equity shares which carry an entitlement to a dividend at the rate of 10p per share per annum. Holders of B ordinary shares are entitled to surplus income and capital but have no voting rights.

103

Part IV(A) 20 Reserves Capital redemption reserve 000 344 344 Own shares 000 (82) (21) (103) Profit and loss account 000 (11,665) (3,797) (15,462) Profit and loss account 000 1,488 (1,380) 108

The group At 1 October 2004 Deficit transferred from reserves Purchase of own shares At 30 September 2005

The company At 1 October 2004 Deficit transferred from reserves Purchase of own shares At 30 September 2005

Capital redemption reserve 000 344 344

Own shares 000 (82) (21) (103)

The companys Employee Benefit Trust (EBT) holds shares in the company for distribution to the employees of the company at the discretion of the trustees of the EBT. At 30 September 2005 the EBT held 26,523 (2004: 15,996) B ordinary shares of 10p each in the company. The EBT has waived any rights to dividends under these shares. In accordance with UITF 38, the company has treated transactions undertaken by the EBT as if they had been undertaken by the company. 21 Reconciliation of movements in shareholders funds The group 2005 000 Loss for the financial year Dividends Purchase of own shares Reclassification of own shares Net decrease in shareholders funds Shareholders funds at 1 October 2004 Shareholders funds at 30 September 2005 (2,582) (1,215) (21) (3,818) (10,185) (14,003) 2004 000 (1,772) (1,216) (82) (3,070) (7,115) (10,185)

104

Part IV(A) 22 Net cash inflow from operating activities 2005 000 Operating profit Depreciation of tangible fixed assets Amortisation of intangible fixed assets Loss on disposal of investments Increase in stocks (Increase)/decrease in debtors Decrease in creditors Net cash inflow from operating activities 23 Reconciliation of net cash flow to movement in net debt 2005 000 Decrease in cash in the year Cash outflow from financing Cash outflow from finance leases and hire purchase contracts Change in net debt resulting from cash flows Inception of finance leases and hire purchase contracts Other non-cash changes Movement in net debt in the year Net debt at 1 October 2004 Net debt at 30 September 2005 24 Analysis of changes in net debt At 1 Oct 2004 000 Cash at bank and in hand Bank overdraft Debt Finance leases and hire purchase contracts 21,534 (29,729) (8,195) (72,427) (10,672) (91,294) Cash flow 000 8,860 (12,086) (3,226) 1,944 3,702 2,420 Non-cash changes 000 (257) (2,451) (2,708) At 30 Sep 2005 000 30,394 (41,815) (11,421) (70,740) (9,421) (91,582) (3,226) 1,944 3,702 2,420 (2,451) (257) (288) (91,294) (91,582) 2004 000 (9,005) 1,830 4,468 (2,707) (2,340) (319) (5,366) (85,928) (91,294) 5,368 5,086 3,418 (829) (347) (1,508) 11,188 2004 000 7,169 5,139 3,407 30 (756) 763 (3,960) 11,792

2005 000

2004 000 788

25

Capital commitments

Contracted but not provided for in the financial statements 26 Contingent liabilities

There were no contingent liabilities at 30 September 2005 or 30 September 2004.

105

Part IV(A) 27 Pensions

The group operates defined contribution pension schemes for the benefit of the employees. The assets of the schemes are administered by trustees in funds independent from those of the group. During the year the group made contributions of 471,000 (2004: 468,000) to the schemes. At 30 September 2005 no contributions were outstanding to these schemes (2004: Nil). 28 Leasing commitments

Operating lease payments amounting to 1,068,000 (2004: 1,796,000) are due within one year. The leases to which these amounts relate expire as follows: The group Other 2005 000 In one year or less Between two and five years 771 297 1,068 Other 2004 000 334 1,462 1,796

29

Controlling related parties

The directors consider that the ultimate parent undertaking and controlling related party of the company is Close Securities Limited, registered in England and Wales, by virtue of its majority shareholding in the companys ordinary share capital. The only group of undertakings including the company for which group accounts have been drawn up is that headed by the company.

106

Part IV(B)

PART IV(B) HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORT INTERNATIONAL LIMITED

REPRODUCTION OF AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2006 The audited accounts of UTI for the year ended 30 September 2006, which have been prepared in accordance with UK GAAP are reproduced in full on pages in this Part IV(B). Report of the independent auditor to the members of United Transport International Limited We have audited the group and parent company financial statements of United Transport International Limited for the year ended 30 September 2006 which comprise the principal accounting policies, the consolidated profit and loss account, the balance sheets, the consolidated cash flow statement, the consolidated statement of total recognised gains and losses and notes 1 to 30. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the companys members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the companys members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the companys members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of the directors and auditor The directors responsibilities for preparing the Report of the Directors and the financial statements in accordance with United Kingdom law and Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 and the information given in the Report of the Directors is consistent with the financial statements. We also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors remuneration and other transactions is not disclosed. We read the Report of the Directors and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the groups and companys circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. 107

Part IV(B) Opinion In our opinion: the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the affairs of the company and the group as at 30 September 2006 and of the loss of the group for the period then ended; the financial statements have been properly prepared in accordance with the Companies Act 1985; and the information given in the Report of the Directors is consistent with the financial statements for the period ended 30 September 2006.

GRANT THORNTON UK LLP REGISTERED AUDITORS CHARTERED ACCOUNTANTS LEEDS 15 March 2007

108

Part IV(B) Principal accounting policies Basis of preparation The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost convention. The principal accounting policies of the group are set out below. In preparing the financial statements for the current year, the group has adopted the following Financial Reporting Standards: FRS 21 Events after the Balance Sheet date (IAS 10); and the presentation requirements of FRS 25 Financial Instruments: Disclosure and Presentation (IAS 32).

FRS 21 Events after the Balance Sheet date (IAS 10) The adoption of FRS 21 has resulted in a change in accounting policy in respect of proposed equity dividends. If the company declares dividends to the holders of equity instruments after the balance sheet date, the company does not recognise those dividends as a liability at the balance sheet date. The aggregate amount of equity dividends proposed before approval of the financial statements, which have not been shown as liabilities at the balance sheet date, are disclosed in the notes to the financial statements. Previously, proposed equity dividends were recorded as liabilities at the balance sheet date. This change in accounting policy has given rise to a prior year adjustment (note 20). FRS 25 Financial Instruments: Disclosure and Presentation (IAS 32) In preparing the financial statements for the current year, the company has adopted the presentation requirements of FRS 25 Financial Instruments: Disclosure and Presentation. The adoption of FRS 25 has resulted in a change in accounting policy in respect of the presentation of dividends and distributions. Dividends and distributions relating to equity instruments are debited direct to equity. Previously, equity dividends were shown on the face of the profit and loss account. Shares with a contracted fixed distribution and no equity rights are classified under FRS 25 as debt, and the companys preferred ordinary shares have therefore been reclassified as debt in these financial statements. The companys ordinary and B ordinary shares have both equity and debt components and therefore in accordance with FRS 25, these shares should be shown as compound instruments, with the impact of this calculated at the inception of the investment. However, the directors have determined that the debt component of these shares at 30 September 2006 is unlikely to be material, and therefore the ordinary and B ordinary shares continue to be disclosed within shareholders funds as a non-equity component. In accordance with the provisions of FRS 25, the comparative figures have not been amended. Despite the net liabilities of the group, the directors, after making enquiries, have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the financial statements. Basis of consolidation The group financial statements consolidate those of the company and of its subsidiary undertakings (see note 11) drawn up to 30 September 2006. Profits or losses on intra-group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiarys assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date. Goodwill arising on consolidation, representing the excess of the fair value of the consideration given over the fair values of the identifiable net assets acquired, is capitalised and is amortised on a straight line basis over its estimated useful economic life of 20 years as shown in note 9.

109

Part IV(B) Joint ventures A joint venture is an entity in which the group holds an interest on a long term basis and which is jointly controlled by the group and one or more other venturers under a contractual arrangement. As the directors do not consider these undertakings to be material, in the context of either net assets or profit for the period, the investments are reflected at cost only and the groups share of the profit of the undertakings is limited to profits remitted by means of dividend in the accounting period. Where joint ventures are loss-making, appropriate provision is made in the financial statements of the parent company for the proportion of the loss attributable to the group. Turnover Turnover is the total amount receivable by the group for goods supplied and services provided, excluding VAT and trade discounts. Goodwill Purchased goodwill is capitalised and is amortised on a straight line basis over its estimated useful economic life of 20 years as shown in note 9. Research and development Development costs incurred on specific projects are capitalised when recoverability can be assessed with reasonable certainty and are to be amortised in line with expected sales. All other research and development costs are written off in the year of expenditure. Tangible fixed assets and depreciation Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets by equal annual instalments over their expected useful lives. The periods generally applicable are: Freehold properties Tanks, plant and equipment Motor vehicles Fixtures and fittings Investments Investments are included at cost less amounts written off. Profits or losses arising from disposals of fixed asset investments are treated as part of the result from ordinary activities. Intangible fixed assets Patents are stated at cost and are amortised on a straight line basis over the anticipated life of the patent. Stocks Stocks are stated at the lower of cost and net realisable value. Deferred taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions: Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, and gains on disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold. 50 years 2-15 years 4 years 5 years

110

Part IV(B) Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Foreign currency Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. All other exchange differences are dealt with through the profit and loss account. The financial statements of foreign subsidiaries are translated at the rate of exchange ruling at the balance sheet date. Exchange differences arising from the retranslation of the opening net investment in subsidiaries are taken directly to reserves, unless considered immaterial. Contributions to pension funds Defined Contribution Schemes The company operates defined contribution pension schemes. The assets of the schemes are held separately from those of the group in independently administered funds. The pension costs charged against profits represent the amount of the contributions payable to the schemes in respect of the accounting period. Leased assets Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their expected useful lives. The capital element of the future payments is treated as a liability and the interest charged to the profit and loss account at a constant rate of change on the balance of capital repayments outstanding. All other leases are regarded as operating leases and the payments made under them are charged to the profit and loss account on a straight line basis over the lease term. Grant income Grants that relate to specific capital expenditure are treated as deferred income which is then credited to the profit and loss account over the related assets useful life. Other grants are credited to the profit and loss account in the period to which they relate, to the extent that they are not repayable. Financial instruments Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

111

Part IV(B) Consolidated profit and loss account 2006 000 128,536 (110,738) 17,798 (16,808) 8,159 (3,424) (3,745) 990 (8,430) (7,440) 456 (6,984) 2005 as restated 000 136,716 (115,839) 20,877 (15,858) 9,385 (3,418) (948) 5,019 (7,597) (2,578) (310) (2,888)

Note Turnover Cost of sales Gross profit Other operating charges Operating profit before amortisation of intangible assets and exceptional items Amortisation of intangible assets Exceptional items Operating profit Net interest Loss on ordinary activities before taxation Tax on loss on ordinary activities Loss for the year All of the activities of the group are classed as continuing. There were no recognised gains or losses other than the loss for the financial year. 1

3 4 1 6 20

The accompanying accounting policies and notes form an integral part of these financial statements.

112

Part IV(B) Consolidated balance sheet 2006 000 46,549 39,974 45 86,568 4,079 20,715 3,436 28,230 (48,662) (20,432) 66,136 (82,564) (5,884) (22,312) 2005 as restated 000 50,014 44,507 20 94,541 3,617 22,767 289 26,673 (57,279) (30,606) 63,935 (71,772) (6,357) (14,194)

Note Fixed assets Intangible assets Tangible assets Investments Current assets Stocks Debtors Cash at bank and in hand Creditors: amounts falling due within one year Net current liabilities Total assets less current liabilities Creditors: amounts falling due after more than one year Provisions for liabilities and charges 15 17 9 10 11

12 13

14

Capital and reserves Called up share capital Capital redemption reserve Own shares Profit and loss account Shareholders funds 19 20 20 20 21

105 344 (124) (22,637) (22,312)

1,218 344 (103) (15,653) (14,194)

The financial statements were approved by the Board of Directors on 15 March 2007. A Wilson Director T J Carlisle Director

The accompanying accounting policies and notes form an integral part of these financial statements.

113

Part IV(B) Company balance sheet 2006 000 84,958 84,958 273 43,733 44,006 (49,625) (5,619) 79,339 (88,391) (9,052) 2005 as restated 000 90,958 90,958 318 37,912 38,230 (54,773) (16,543) 74,415 (73,033) 1,382

Note Fixed assets Tangible assets Investments Current assets Debtors: amounts falling due within one year Debtors: amounts falling due after more than one year Creditors: amounts falling due within one year Net current liabilities Total assets less current liabilities Creditors: amounts falling due after more than one year 15 10 11

13 14

Capital and reserves Called up share capital Capital redemption reserve Own shares Profit and loss account Shareholders funds 19 20 20 20

105 344 (124) (9,377) (9,052)

1,218 344 (103) (77) 1,382

The financial statements were approved by the Board of Directors on 15 March 2007. A Wilson Director T J Carlisle Director

The accompanying accounting policies and notes form an integral part of these financial statements.

114

Part IV(B) Consolidated cash flow statement 2006 000 9,491 2,578 (5,265) (651) (3,338) (695) (1,533) 1,979 (25) (30) 391 (50) (50) 5,799 23 14,682 (2,075) (21) (3,562) 9,024 14,823 2005 as restated 000 10,871 1,597 (5,218) (933) (4,554) (799) (3,648) 347 (43) (3,344) (50) (50) 2,124 (1,627) (21) (3,702) (5,350) (3,226)

Note Net cash inflow from operating activities Returns on investments and servicing of finance Interest received Interest paid Interest paid under finance leases and hire purchase contracts Net cash outflow from returns on investments and servicing of finance Taxation Capital expenditure Purchase of tangible fixed assets Sale of tangible fixed assets Purchase of investments Purchase of intangible fixed assets Net cash inflow from capital expenditure Acquisitions and disposals Payments to acquire subsidiary undertakings Net cash outflow from acquisitions and disposals Net cash inflow before financing Financing Receipts from borrowings Repayment of borrowings Payments to acquire own shares Capital element of payments under finance leases and hire purchase contracts Net cash inflow from financing Increase in cash 24 22

115

Part IV(B) Consolidated statement of total recognised gains and losses 2006 000 Loss for the financial year Prior year adjustment (note 20) Tax effect of prior year adjustment (234) 43 2006 000 (6,984) 2005 000

(2,888)

Total recognised gains and losses relating to the year

(191) (7,175)

The accompanying accounting policies and notes form an integral part of these financial statements.

116

Part IV(B) Notes to the financial statements 1 Turnover and loss on ordinary activities before taxation

Turnover is attributable to international bulk transport and container rental. Turnover for the year is analysed by geographical market as follows: 2006 000 United Kingdom Rest of Europe Rest of World 39,914 85,904 2,718 128,536 2005 as restated 000 43,286 90,007 3,423 136,716

2006 000

The loss on ordinary activities before taxation is stated after: 2005 as restated 000 29 49 92 7 3,418 3,613 1,473 261 2,158 (207)

Fees payable to the companys auditor for the audit of the companys annual financial statements Fees payable to the companys auditor and its associates for other services The audit of the companys subsidiaries pursuant to legislation Tax services Other services Depreciation and amortisation: Intangible fixed assets Tangible fixed assets, owned Tangible fixed assets, held under finance leases and hire purchase contracts Loss on disposal of tangible fixed assets Hire of plant and machinery Other operating lease rentals Exchange differences

31 62 48 82 3,424 3,966 1,439 658 189 1,374 (43)

2006 000

2005 000 12,440 3,418 15,858

The analysis of auditors remuneration for the year ended 30 September 2005 between audit and non-audit services has been restated to comply with the requirements of Statutory Instrument 2005/2417. 2 Other operating charges

Administrative expenses Amortisation of intangible fixed assets

13,384 3,424 16,808

117

Part IV(B) 3 Exceptional items Turnover 2006 000 Trading losses arising from terminated operations (1,765) Redundancy and reorganisation costs Exceptional non-recurring costs and asset write-downs arising in a terminated operation Accelerated write-down of fixed assets Exceptional stock write-downs Other (1,765) Cost of Administrative sales expenses 2006 2006 000 000 1,945 281 1,003 Total 2006 000 461 1,003 Total 2005 000 832

187 572 2,704

896 626 2,806

896 813 572 3,745

116 948

2006 000

2005 000

The tax charge for the year has been reduced by 594,000 (2005: 284,000) as a result of the exceptional items. 4 Net interest

On loan stock On bank loans and overdrafts Finance charges in respect of finance leases and hire purchase contracts Dividends on shares previously classified as equity Other interest receivable and similar income

2,842 6,451 651 1,113 11,057 (2,627) 8,430

2006 000

2,842 5,419 933 9,194 (1,597) 7,597

2005 000

Directors and employees

Staff costs during the year were as follows:

Wages and salaries Social security costs Other pension costs

7,208 795 428 8,431

The average number of employees of the group during the year was as follows:

2006 000

7,228 809 493 8,530

2005 000

Operations Management

205 65 270

202 67 269

118

Part IV(B) 5 Directors and employees (continued)

Remuneration in respect of directors was as follows: 2006 000 Emoluments Fees Pension contributions to money purchase pension schemes Payments to third parties for directors services Compensation for loss of office 502 53 80 635 2005 000 424 22 40 80 32 598

2006 000

2005 000 157

During the year 2 (2005: 2) directors participated in money purchase pension schemes. Emoluments of highest paid director:

Emoluments Pension contributions to money purchase pension schemes

148 20 168

2006 000

20 177

Tax on loss on ordinary activities 2005 as restated 000 391 (31) (4) (12) 344 (34) 310

The tax charge represents:

United Kingdom corporation tax at 30% (2005: 30%) Adjustments in respect of prior years Overseas taxation current year Overseas taxation prior years Total current tax Origination and reversal of timing differences (note 17) Tax on loss on ordinary activities

(117) 106 (4) 32 17 (473) (456)

119

Part IV(B) 6 Tax on loss on ordinary activities (continued)

Factors affecting the tax charge for the year: The tax assessed for the year is different from the standard rate of corporation tax in the United Kingdom of 30 per cent. (2005: 30 per cent.). The differences are explained as follows: 2006 000 Loss on ordinary activities before taxation Loss on ordinary activities multiplied by the standard rate of corporation tax in the United Kingdom of 30% (2005: 30%) Effect of: Expenses not deductible Depreciation in excess of capital allowances Short term timing differences Lower tax rates on overseas earnings Effect of fair value adjustment on consolidation Amortisation of intangible assets Other consolidation adjustments Adjustments in respect of prior years Roundings Current tax charge for the year 7 Loss for the financial year (7,440) (2,232) 920 533 (72) (12) 1,022 (26) (117) 1 17 2005 as restated 000 (2,578) (773) 152 4 118 (31) (112) 1,022 8 (43) (1) 344

The parent company has taken advantage of section 230 of the Companies Act 1985 and has not included its own profit and loss account in these financial statements. The group loss for the year includes a loss of 9,300,000 (2005: loss of 165,000) which is dealt with in the financial statements of the company. 8 Dividends 2006 000 Non-equity dividends: Preferred ordinary shares 10p (2005: 10p) per share 2005 as restated 000

1,113

1,113

Dividends in respect of preferred ordinary shares for the year ended 30 September 2006 of 1,113,000 have been classified as interest costs (note 4).

120

Part IV(B) 9 Intangible fixed assets Goodwill on consolidation 000 Cost At 1 October 2005 Additions Disposals At 30 September 2006 Amortisation At 1 October 2005 Provided in the year Disposals At 30 September 2006 Net book amount at 30 September 2006 Net book amount at 30 September 2005 33,469 33,469 8,846 1,671 10,517 Purchased goodwill 000 34,591 34,591 9,298 1,733 11,031 Patent and trademarks 000 17 30 47 5 5 10 Development expenditure 000 98 (98) 12 15 (27)

Total 000 68,175 30 (98) 68,107 18,161 3,424 (27) 21,558

22,952

24,623

23,560

25,293

37

12

86

46,549

50,014

121

Part IV(B) 10 Tangible fixed assets Tanks, plant and equipment, fixtures and fittings 000 81,272 2,888 1,132 (7,565) (20) 77,707 39,155 5,066 (5,512) (4) 38,705

The group Cost At 1 Oct 2005 Additions Transfers Disposals Exchange difference At 30 Sep 2006 Depreciation At 1 Oct 2005 Provided in the year Disposals Exchange difference At 30 Sep 2006 Net book amount at 30 Sep 2006 Net book amount at 30 Sep 2005

Freehold properties 000 980 9 989 90 14 104

Computer equipment 000 2,627 211 (991) 1,847 1,980 319 (477) 1,822

Motor vehicles 000 43 (14) 29 23 6 (15) 14

Assets under construction 000 837 346 (1,132) 51 4 4

Total 000 85,759 3,454 (8,570) (20) 80,623 41,252 5,405 (6,004) (4) 40,649

890

885

39,002

Computer equipment 000 647 20 833

25

15

47

39,974

42,117

44,507

The company Cost At 1 October 2005 and 30 September 2006 Depreciation At 1 October 2005 and 30 September 2006 Net book amount at 30 September 2006 and 30 September 2005

125

125

122

Part IV(B) 10 Tangible fixed assets (continued)

The figures stated above for the group include assets held under finance leases and similar hire purchase contracts as follows: Tanks, plant and equipment, fixtures and fittings 000 Net book amount at 30 September 2006 Net book amount at 30 September 2005 Depreciation provided in the year 11 Fixed asset investments Shares in joint ventures 000 11 19 30 Trade investments 000 9 6 15 Total 000 20 25 45

14,997 1,439

13,873

The group Cost and net book amount At 1 October 2005 Additions At 30 September 2006

Shares in group undertakings 000

The company Cost At 1 October 2005 and 30 September 2006 Amounts written off At 1 October 2005 Provided in the year At 30 September 2006 Net book amount at 30 September 2006 Net book amount at 30 September 2005

6,000 6,000

90,958

84,958 90,958

123

Part IV(B) 11 Fixed asset investments (continued)

At 30 September 2006 the group held 20 per cent. or more of the allotted share capital of the following: Country of incorporation & operation Subsidiary undertakings UBC Limited Linertech Limited Yardbrace Limited United IFF Limited IBC Limited IBC Europa BV IBC Logistic Systems Limited International Bulk Systems Limited CTU GmbH Hillgate (XYZ) Limited UBC Flexitanks Limited Chemlog Limited UBC BV United Transport GmbH UBC Austria GmbH UBC SAS UBC Espana SA UBC Finland OY International Bulk Freight Limited United Transport Europe Limited Bailee Freight Services Limited Beaverbag Products Limited Linertech Solutions Limited UK UK UK UK UK Holland UK UK Germany UK UK UK Holland Germany Austria France Spain Finland UK UK UK UK UK Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Class of share capital held Proportion By parent company % 100 100 100 100 100 100 held By the group % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

Nature of business International logistics Manufacture of liners Dormant Dormant Dormant International logistics Dormant Dormant International logistics Dormant Dormant Dormant International logistics International logistics International logistics International logistics Dormant International logistics Dormant Holding company Dormant Dormant Dormant

Ordinary Ordinary Ordinary Ordinary Ordinary 100

All the above subsidiary undertakings are included in the consolidated financial statements. Country of incorporation & operation Joint ventures E-Log European Logistics BV Holland UBC WorldBulk (Asia) Sdn Bhd Malaysia Nylog Limited UK 12 Stocks 2006 000 Raw materials and consumable stores Finished goods 1,976 2,103 4,079 The group 2005 000 2,064 1,553 3,617 Class of share capital held Proportion By parent company % held By the group % 50 50 50

Nature of business International logistics International logistics Dormant

Ordinary Ordinary Ordinary

124

Part IV(B) 13 Debtors The group 2006 000 Trade debtors Amounts owed by group undertakings Amounts owed by associated undertakings Corporation tax recoverable Other debtors Prepayments and accrued income 14,352 134 699 743 4,787 20,715 The company 2006 000 43,945 12 49 44,006 The group 2005 as restated 000 16,784 21 1,080 4,882 22,767 The company 2005 as restated 000 37,912 314 4 38,230

Included within amounts owed by group undertakings for the company are amounts of 43,733,000 (2005: 37,912,000) which fall due for payment after more than one year. 14 Creditors: amounts falling due within one year The group 2006 000 Bank loans (note 16) Bank overdrafts (note 16) Trade creditors Amounts owed to group undertakings Amounts owed to associated undertakings Corporation tax Social security and other taxes Proposed dividends Other creditors Accruals and deferred income Amounts due under finance leases and hire purchase contracts (note 16) Deferred consideration Shares classified as financial liabilities (see below) 4,770 34 15,496 255 323 23,071 3,600 1,113 48,662 The company 2006 000 3,817 31,958 32 2,733 9,972 1,113 49,625 The group 2005 as restated 000 6,647 11,710 18,367 71 218 1,250 395 16,829 1,742 50 57,279

The company 2005 as restated 000 5,577 41,698 44 2,733 4 1,250 3,467 54,773

Cash at bank and in hand and bank overdraft at 30 September 2006 and 30 September 2005 have been amended to reflect the right of set-off of certain bank facilities within the group. Shares classed as financial liabilities: The group 2006 000 Preferred ordinary share capital (note 19) The company 2006 000 The group 2005 000

The company 2005 000

125

1,113

1,113

Part IV(B) 15 Creditors: amounts falling due after more than one year The group 2006 000 Amounts owed to group undertakings Bank loans (note 16) Loan stock (note 16) Amounts due under finance leases and hire purchase contracts (note 16) 49,976 28,424 4,164 82,564 The company 2006 000 14,034 45,933 28,424 88,391 The group 2005 000 35,669 28,424 7,679 71,772 The company 2005 000 14,034 30,575 28,424 73,033

The group 2006 000

The company 2006 000 3,817 31,958 3,378 28,424 16,120

The group 2005 000 6,647 11,710 1,742 8,047 2,617 25,993 28,424 5,062

The company 2005 000 5,577 41,698 6,595 23,980 28,424

16

Borrowings

Borrowings are repayable as follows:

Within one year: Bank loans Bank overdraft Finance leases and hire purchase contracts After one and within two years: Bank loans Loan stock Finance leases and hire purchase contracts After two and within five years: Bank loans Loan stock Finance leases and hire purchase contracts After more than five years: Bank and other borrowings

4,770 34 3,600 4,182 28,424 2,115 18,497 2,049 27,297 90.968

Bank and other borrowings repayable after more than five years comprise: The group 2006 000 Bank loans Bank loans and overdraft The company 2006 000

26,434 110,131

1,629 91,871

The group 2005 000

106,274

The company 2005 000

27,297

26,434

1,629

The bank loans and overdrafts are secured by a fixed and floating charge over all the assets of the group. The bank loans are repayable in instalments over a period of seven years and bear interest at rates of LIBOR plus 2.5 per cent., LIBOR plus 3 per cent. and LIBOR plus 6 per cent. per annum. Loan stock The loan stock is redeemable at par on 31 December 2007 subject to the consent of the companys bankers, shareholders and the loan stock holders and bears interest at a rate of 10 per cent. per annum. 126

Part IV(B) 17 Provisions for liabilities and charges Deferred taxation (note 18) 000 6,357 (473) 5,884

The group At 1 October 2005 Released in the year (note 6) At 30 September 2006 18 Deferred taxation 2006 000 5,895 (11) 5,884

2005 000

The group Accelerated capital allowances Other timing differences

2006 000

6,432 (75) 6,357

2005 000

19

Share capital

Authorised: 12,381,920 preferred ordinary shares of 10p each 968,000 ordinary shares of 10p each 95,469 B ordinary shares of 10p each

1,238 97 9 1,344

Allotted and called up: 11,131,920 preferred ordinary shares of 10p each 957,163 ordinary shares of 10p each 89,682 B ordinary shares of 10p each

2006 000

1,238 97 9 1,344

2005 000

1,113 96 9 1,218

1,113 96 9 1,218

Shares classed as equity Shares classed as debt (note 14)

105 1,113

1,218

FRS 25 presentation and disclosure of preferred ordinary shares The adoption of FRS 25 has resulted in a change in accounting policy in respect of the presentation of dividends and distributions. Dividends and distributions relating to equity instruments are debited direct to equity. Previously, equity dividends were shown on the face of the profit and loss account. Shares with a contracted fixed distribution and no equity rights are classified under FRS 25 as debt, and the companys preferred ordinary shares have therefore been reclassified as debt in these financial statements. Dividends on shares classed as equity instruments are recognised only on payment, and therefore dividends of 115,000 unpaid at 30 September 2005 have been added back within the prior year adjustment (see note 20).

127

Part IV(B) 19 Share capital (continued)

Preferred ordinary shares The preferred ordinary shares of 10p each carry entitlement to a dividend at the rate of 10p per share per annum. Holders of preferred ordinary shares have no voting rights and have the right on a winding-up to receive, in priority to any other class of shares, the sum of 1 per share together with any arrears of dividend. Ordinary and B ordinary shares The ordinary and B ordinary shares of 10p each carry an entitlement to a dividend at the rate of 10p per share per annum. Holders of B ordinary shares are entitled to surplus income and capital but have no voting rights. 20 Reserves Capital redemption reserve 000 344 344 344 Own shares 000 (103) (103) (21) (124) Profit and loss account 000 (15,462) (191) (15,653) (6,984) (22,637) Profit and loss account 000 108 (185) (77) (9,300) (9,377)

The group At 1 October 2005 Prior year adjustment At 1 October 2005 as restated Loss for the year Purchase of own shares At 30 September 2006

The company At 1 October 2005 Prior year adjustment At 1 October 2005 as restated Loss for the year Purchase of own shares At 30 September 2006

Capital redemption reserve 000 344 344 344

Own shares 000 (103) (103) (21) (124)

The companys Employee Benefit Trust (EBT) holds shares in the company for distribution to the employees of the company at the discretion of the trustees of the EBT. At 30 September 2006 the EBT held 35,997 (2005: 26,523) B ordinary shares of 10p each in the company, and 1,053 B ordinary shares had been transferred to the EBT with payment completed in October 2006. The EBT has waived any rights to dividends under these shares. In accordance with UITF 38, the company has treated transactions undertaken by the EBT as if they had been undertaken by the company. The prior year adjustment of 191,000 in the group results from accounting errors arising at one of the companys subsidiary undertakings during the year ended 30 September 2005 of 349,000, net of a tax effect of 43,000, and equity dividends of 115,000 added back on the implementation of FRS 21 (as set out in note 19). The prior year adjustment of 185,000 in the company arises from the implementation of FRS 21, as described on page 8, and is in respect of intra-group dividends of 300,000 declared but not paid as at 30 September 2005, and equity dividends of 115,000 added back on the implementation of FRS 21 (as set out in note 19).

128

Part IV(B) 21 Reconciliation of movements in shareholders funds The group 2005 as restated 000 (2,888) (1,113) (21) (4,022) (10,172) (14,194)

2006 000 Loss for the financial year Non-equity dividends Purchase of own shares Reclassification of preferred ordinary shares as debt Net decrease in shareholders funds Shareholders funds at 1 October 2005 (originally 14,003,000 before prior year adjustment of 191,000) Shareholders funds at 30 September 2006 (6,984) (21) (1,113) (8,118) (14,194) (22,312)

2006 000

22

Net cash inflow from operating activities 2005 as restated 000 5,019 5,086 3,418 (317) (829) (174) (1,332) 10,871

Operating profit Depreciation of tangible fixed assets Loss on disposal of tangible fixed assets Amortisation of intangible fixed assets Exchange gain on retranslation of long term debt Increase in stocks Decrease/(increase) in debtors Increase in creditors Net cash inflow from operating activities

990 5,405 658 3,424 (145) (462) 2,779 (3,158) 9,491

Net cash inflow from operating activities for the year ended 30 September 2005 has been restated to include the exchange gain on retranslation of long term debt. 23 Reconciliation of net cash flow to movement in net debt 2006 000 Increase in cash in the year Net cash inflow from financing Cash outflow from finance leases and hire purchase contracts Change in net debt resulting from cash flows Inception of finance leases and hire purchase contracts Other non-cash changes Movement in net debt in the year Net debt at 1 October 2005 Net debt at 30 September 2006 14,823 (12,607) 3,562 5,778 (1,905) 177 4,050 (91,582) (87,532) 2005 as restated 000 (3,226) 1,627 3,702 2,103 (2,451) 60 (288) (91,294) (91,582)

129

Part IV(B) 24 Analysis of changes in net debt At 1 Oct 2005 as restated 000 Cash at bank and in hand Bank overdraft Debt Finance leases and hire purchase contracts 289 (11,710) (11,421) (70,740) (9,421) (91,582) Non-cash changes 000 177 (1,905) (1,728) At 30 Sept 2006 000 3,436 (34) 3,402 (83,170) (7,764) (87,532)

Cash flow 000 3,147 11,676 14,823 (12,697) 3,562 5,778

25

Capital commitments

There were no capital commitments at 30 September 2006 or 30 September 2005. 26 Contingent liabilities

There were no contingent liabilities at 30 September 2006 or 30 September 2005. 27 Pensions

The group operates defined contribution pension schemes for the benefit of the employees. The assets of the schemes are administered by trustees in funds independent from those of the group. During the year the group made contributions of 428,000 (2005: 471,000) to the schemes. At 30 September 2006 no contributions were outstanding to these schemes (2005: Nil). 28 Leasing commitments

Operating lease payments amounting to 481,000 (2005: 1,068,000) are due within one year. The leases to which these amounts relate expire as follows: The group Other 2006 000 200 281 481 Other 2005 000 771 297 1,068

In one year or less Between two and five years

29

Financial instruments

The directors consider the fair value of financial instruments at 30 September 2006 and 30 September 2005 to be not material. 30 Related party transaction

During the year, the group has made sales of 126,000 (2005: 17,000) to, and purchases of 647,000 (2005: Nil) from, UBC Worldbulk (Asia) Sdn Bhd, a joint venture of the company. During the year, the group has made sales of 7,719,000 (2005: 7,022,000) to E-Log European Logistics BV, a joint venture of the company. At 30 September 2006, the group was owed 147,000 (2005: Nil) by UBC Worldbulk (Asia) Sdn Bhd. No amounts were due to or from E-Log European Logistics BV.

130

Part IV(B) 31 Controlling related parties

The directors consider that at 30 September 2006 the ultimate parent undertaking and controlling related party of the company was Close Securities Limited, registered in England and Wales, by virtue of its majority shareholding in the companys ordinary share capital. The only group of undertakings including the company for which group accounts have been drawn up is that headed by the company.

131

Part IV(C)

PART IV(C) HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORT INTERNATIONAL LIMITED

REPORT FROM GRANT THORNTON IN RESPECT OF THE YEAR ENDED 30 SEPTEMBER 2006
Grant Thornton UK LLP Chartered Accountants UK member of Grant Thornton International

The Directors InterBulk Investments plc One London Wall London EC2Y 5AB 16 March 2007 Dear Sirs United Transport International Limited We report on the financial information set out in Part IV (D) of this document. This financial information has been prepared for inclusion in the AIM admission document dated 16 March 2007 of InterBulk Investments plc (the Admission Document) on the basis of the accounting policies set out in the notes to the financial information. Responsibilities This report is required by paragraph 20.1 of Annex I of the AIM Rules and is given for the purpose of complying with that paragraph and for no other purpose. Save for any responsibility arising under 20.1 of Annex I of the AIM Rules to any person and as to the extent provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any responsibility to any other person as a result, of arising out of, or in connection with this report. The Directors of InterBulk Investments plc are responsible for preparing the financial information on the basis of preparation set out in the accounting policies set out as part of the financial information and in accordance with United Kingdom law and International Financial Reporting Standards. It is our responsibility to form an opinion on the financial information as to whether the financial information gives a true and fair view, for the purposes of the Admission Document, and to report our opinion to you. Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the companys circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement, whether caused by fraud or other irregularity or error. Opinion In our opinion, the financial information gives, for the purposes of the Admission Document, a true and fair view of the state of affairs of the company as at the date stated and of its profits, cash flows and recognised gains and losses in accordance with the basis of preparation set out in the accounting policies to the financial information. Declaration For the purposes of paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with Schedule Two of the AIM Rules. Yours faithfully Grant Thornton UK LLP

132

Part IV(D)

PART IV(D) HISTORICAL FINANCIAL INFORMATION ON UNITED TRANSPORT INTERNATIONAL LIMITED

IFRS FINANCIAL INFORMATION FOR THE YEAR ENDED 30 SEPTEMBER 2006 Consolidated Income Statement For the year ended 30 September 2006 Before Exceptional Items 2006 000 126,771 (108,034) 18,737 (10,598) 8,139 2,712 (11,057) (206) (164) (370) Exceptional Items 2006 000 1,765 (2,704) (939) (2,806) (3,745) (3,745) 594 (3,151)

Notes Revenue Cost of sales Gross profit/(loss) Administrative expenses Operating profit/(loss) Finance income Finance expense Loss before taxation Taxation Loss for the year Earnings per share Basic and diluted () 10 4 8 9 3

Total 2006 000 128,536 (110,738) 17,798 (13,404) 4,394 2,712 (11,057) (3,951) 430 (3,521)

11

(3.36)

There are no other recognised income or expenses other than the loss for the year. Consequently, no statement of recognised income and expense is shown.

133

Part IV(D) Consolidated Balance Sheet At 30 September 2006 30 September 2006 000

Notes Assets Non-current assets Goodwill Other intangible assets Property, plant and equipment Investments

13 14 16 18

49,916 37 39,974 45 89,972 4,079 20,016 24 699 3,402 28,220 118,192

Current assets Inventories Trade and other receivables Financial assets Corporate tax recoverable Cash and cash equivalent

19 20 17

Total assets Liabilities Current liabilities Trade and other payables Financial liabilities

21 22

(39,145) (9,483) (48,628) (82,564) (5,892) (88,456) (137,084) (18,892) 105 344 (124) (19,217) (18,892)

Non-current liabilities Financial liabilities Deferred tax liabilities

22 25

Total liabilities Net liabilities Shareholders Equity Ordinary shares Capital redemption reserve Own shares Retained earnings Total equity attributable to shareholders 27 28 28 28

134

Part IV(D) Consolidated Cash Flow Statement For the year ended 30 September 2006 Notes Cashflows from operating activities Cash generated from operations Tax paid Net cash flow from operating activities Cashflows from investing activities Interest received Sale of property, plant and equipment Purchase of other intangible assets Purchases of property, plant and equipment (net of finance leases) Payments to acquire investments Net cash flow from investing activities Cashflows from financing activities Interest paid Interest paid under finance leases New borrowings Repayment of borrowings Repayment of capital element of finance leases Payment to acquire own shares Net cash flow from financing activities Increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 29(b) 29(a) 2006 000 9,491 (695) 8,796 2,578 1,979 (30) (1,533) (75) 2,919 (5,265) (651) 14,682 (2,075) (3,562) (21) 3,108 14,823 (11,421) 3,402

135

Part IV(D) 1. Authorisation of Financial Information and Statement of Compliance with IFRS

This financial information comprises consolidated balance sheet as of 30 September 2006, consolidated income statement, consolidated cash flow statement and related notes for the year then ended of United Transport International Limited (hereinafter referred to as financial information). Basis of preparation The Group has prepared its audited statutory financial information for the financial periods ending on or before 30 September 2006 under UK Generally Accepted Accounting Practice (UK GAAP). For the purposes of this Document the financial information have been prepared under EU endorsed International Financial Reporting Standards (IFRS). The Group prepared its opening IFRS balance sheet at 1 October 2005. The reporting date of this financial information is 30 September 2006. The financial information has been prepared under the historical cost convention as modified by the revaluation of derivative financial instruments. The financial information is presented in Sterling and all values are rounded to the nearest 000 except where otherwise indicated. The preparation of financial information in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial information and the reported amounts of revenues and expenses during the reporting year. Areas of judgement and estimation include: accruals for invoices not yet received, provision for doubtful debts, provision for obsolete stock and provision for corporation tax. Although these estimates are based on managements best knowledge the amount, event, actions or actual results ultimately may differ. The Groups financial information has been prepared in accordance with (IFRS) International Accounting Standards (IAS) and IFRIC interpretation endorsed by the European Union (EU), except that comparative financial information has not been presented as required by IAS 1. Despite the net liability of the group the directors, after making enquiries, have a reasonable expectation that the group has adequate resources to continue operational existence for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the financial information. 2. Accounting policies

The accounting policies which follow are a summary of the more important Group accounting polices and set out those policies which apply in preparing the financial information for the year ended 30 September 2006. Changes in accounting policies The rules for first time adoption of IFRS are set out in IFRS 1, First-time adoption of International Financial Reporting Standards. IFRS 1 states that a company should use the same accounting policies in its opening IFRS balance sheet and throughout all years presented in its first IFRS financial information. In preparing this financial information, the Group has applied the mandatory exemptions and certain of the optional exemptions from full retrospective application of IFRS. These include the following exemptions under IFRS: First-time Adoption of International Financial Reporting Standards: The company has elected not to apply IFRS 3 Business Combinations retrospectively to past business combinations; and the company has deemed that cumulative translation differences for all foreign operations are deemed to be zero. Basis of consolidation The Group financial information consolidates the financial information of United Transport International Limited and the entities it controls (its subsidiaries) drawn up to 30 September each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Control comprises the power

136

Part IV(D) to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights; currently exercisable or convertible potential voting rights; or by way of contractual agreement. The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. All inter-company balances and intra-group transactions, including unrealised profits arising from them, are eliminated. Use of Estimates The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Groups accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial information are as follows: Impairment of goodwill As at 30 September 2006, 49.9 million of goodwill is carried on the balance sheet. IAS 36 requires assessment for potential impairment. The assessment has been made with reference to an observable market price. However, judgement is still required in assessing the appropriateness of this assumption. Useful life of containers The depreciation of containers is based on an assessment of 15 years useful life. This is a judgement based on knowledge and experience but uncertainty exists as the actual life may differ. Taxation The Groups tax charge is based on the profit for the period and tax rates in force at the balance sheet date. Estimation of the tax charge requires an assessment to be made of the potential tax treatment of certain items which will only be resolved once finally agreed with the relevant tax authorities. Although these estimates are based on managements best knowledge the amounts, events, actions or actual results ultimately may differ. Joint venture A joint venture is an entity in which the Group holds an interest on a long term basis and which is jointly controlled by the Group and one or more other venturers under a contractual arrangement. The Groups interest in the results and assets and liabilities of its joint ventures, which are jointly controlled entities, are accounted for using the equity method. These investments are carried in the balance sheet at cost plus post-acquisition changes in the Groups share of net assets less any impairment in value. The income statement reflects the share of results of operations of these investments after tax. Where there has been a change recognised directly in the investees equity, the Group recognises its share of any changes and discloses this when applicable in the statement of recognised income and expense. Foreign currency translation Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the income statement, except when hedge accounting is applied and for differences on monetary assets and liabilities that form part of the Groups net investment in a foreign operation. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss. The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the balance sheet date. Income and expenses are translated at weighted average exchange rates for the year. The resulting exchange differences are taken directly to a separate component of equity, the cumulative

137

Part IV(D) translation reserve. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Goodwill Any excess of the cost of the business combination over the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and is not amortised. To the extent that the net fair value of the acquired entitys identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment, a gain is recognised immediately in the income statement. The net book value of goodwill on the date of transition to IFRS has been treated as deemed cost. Prior to 1 October 2005, goodwill was amortised over its estimated economic life of 20 years. After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitored by management, usually at business segment level or statutory company level as the case may be. Where the recoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement. The carrying amount of goodwill allocated to a cash-generating unit is taken into account when determining the gain or loss on disposal of the unit, or of an operation within it. Other intangible assets Other intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably. Expenditure on internally developed intangible assets, excluding development costs, is taken to the income statement in the year in which it is incurred. Development expenditure is recognised as an intangible asset only after its technical feasibility and commercial viability can be demonstrated. Intangible assets with a finite life are amortised on a straight line basis over their expected useful lives, as follows: patents, licences and trademarks over the duration of the legal agreement; development expenditure for the duration of the revenue generated.

The carrying value of other intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. In addition, the carrying value of capitalised development expenditure is reviewed for impairment annually before being brought into use. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended. Borrowing costs attributable to assets under construction are recognised as an expense as incurred. Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, less estimated residual value evenly over its expected useful life as follows: Freehold properties Containers 2 per cent. per annum 6.7 per cent. per annum

138

Part IV(D) Others, which consists of mainly computer equipment and office furniture at rates varying between 20 per cent. and 50 per cent. per annum. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. The useful lives and residual values of the assets are reviewed annually. Leases Assets held under finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease, with a corresponding liability being recognised for the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Lease payments are apportioned between the reduction of the lease liability and finance expenses in the income statement so as to achieve a constant rate of interest on the remaining balance of the liability. Assets held under finance leases are depreciated over the shorter of the estimated useful life of the asset and the lease term. Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases and rentals payable are charged in the income statement on a straight line basis over the lease term. Impairment of assets (other than financial assets) The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the assets recoverable amount. An assets recoverable amount is the higher of an assets or cashgenerating units fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future years to allocate the assets revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Financial assets Financial assets within the scope of IAS 39 are classified as financial assets at initial recognition at fair value through profit or loss; loans and receivables; held-to-maturity investments; or as available-for-sale financial assets, as appropriate. The Group determines the classification of its financial assets at initial recognition. When financial assets are recognised initially, they are measured at fair value, being the transaction price plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. The Group has recognised financial assets at fair value through profit or loss and loans and receivables. All regular purchases and sales of financial assets are recognised on the trade date, being the date that the Group commits to purchase or sell the asset. Regular transactions require delivery of assets within the

139

Part IV(D) timeframe generally established by regulation or convention in the market place. The subsequent measurement of financial assets depends on their classification, as follows: Financial assets at fair value through profit or loss Financial assets classified as held for trading are included in this category. Financial assets are classified as held for trading if they are acquired for sale in the short term. Derivatives are also classified as held for trading unless they are designated as hedging instruments. Assets are carried in the balance sheet at fair value with gains or losses on financial assets at fair value through profit or loss are recognised in the income statement. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, do not qualify as trading assets and have not been designated as either fair value through profit and loss or available for sale. Such assets are carried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised in income when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Impairment of financial assets The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired. Assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial assets original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced, with the amount of the loss recognised in administration costs. If, in a subsequent year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the income statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Inventories Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and overheads incurred in bringing inventories to their present condition. Cost is calculated on a weighted average cost basis. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal. Provision is made for obsolete, slow moving stock or defective items where appropriate. Trade and other receivables Trade receivables, which generally have 30-60 day terms, are recognised and carried at the lower of their original invoiced value and recoverable amount. Where the time value of money is material, receivables are carried at amortised cost. Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote. Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at banks and in hand with an original maturity of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

140

Part IV(D) Interest bearing loans and borrowings All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance income and finance expense. Taxation including deferred tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date. Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial information, with the following exceptions: where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; in respect of taxable temporary differences associated with investments in subsidiaries and joint ventures, where the timing of the reversal of the temporary differences can be controlled or influenced and it is probable that the temporary differences will not reverse in the foreseeable future; and deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Income tax is charged or credited directly to equity if it relates to items that are credited or charge to equity. Otherwise income tax is recognised in the income statement. Derivative financial instruments The Group uses derivative financial instruments such as interest rate swaps to manage its risks associated with interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments. Employee benefits Wages, salaries, social security contributions, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the year in which the associated services are rendered by the employees of the Group. Pension arrangements The Group has a defined contribution pension scheme. For defined contribution schemes the amount charged to the income statement in respect of pension costs and other post-retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

141

Part IV(D) Classification of shares as debt or equity When shares are issued, any component that creates a financial liability of the Company or Group is presented as a liability in the balance sheet; measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividends relating to the liability component are charged as interest expense in the income statement. The initial fair value of the liability component is determined using a market rate for an equivalent liability without a conversion feature. The remainder of the proceeds on issue is allocated to the equity component and included in shareholders equity, net of transaction costs. The carrying amount of the equity component is not remeasured in subsequent years. Transaction costs are apportioned between the liability and equity components of the shares based on the allocation of proceeds to the liability and equity components when the instruments are first recognised. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty. Revenue from logistics services using containers is recognised on the stage of completion of such services at the year-end date recognising the greater significance of specific acts in the successful completion of contractual obligations. Sales of liners are recognised on transfer of ownership of the liners. Revenue from terminal operations is based on services delivered in the period. Finance income Finance income is recognised as interest accrues. Finance expense Finance expense are recognised as an expense when incurred, with the expenditure calculated using the effective interest rate. Exceptional items The Group presents as exceptional items on the face of the income statement, those material items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial performance. Segmental Reporting The primary segment reporting format is determined to be business segments as the Groups risks and rates of return are affected predominantly by the differences in the industries the company operates and services provided. The group has deemed geographic segments to be the secondary reporting segment. New standards and interpretations not applied During the year, the IASB and IFRIC have issued the following standards and interpretations with an effective date after the date of these financial statements: International Accounting Standards (IAS/IFRSs) IFRS 7: Financial Instruments : Disclosures IFRS 8: Operating Segments Effective date 1 January 2007 1 January 2009

142

Part IV(D) International Financial Reporting Interpretations Committee (IFRIC) IFRIC 7: Applying the restatement approach under IRS 29 Financial Reporting in Hyperinflationary Economies IFRIC 8: Scope of IFRS 2 IFRIC 9: Reassessment of embedded derivatives IFRIC 1: Interims and impairment IFRIC 11: IFRS 2 Group and treasury share transactions IFRIC 12: Service concession arrangements 1 March 2006 1 May 2006 1 June 2006 1 November 2006 1 March 2007 1 January 2008

The Directors do not anticipate that the adoption of these standards and interpretations, where relevant Group, will have a material impact on the Groups financial statements in the period of initial application. 3. Segment Information

Primary reporting format Business segments The analysis by business area of the groups turnover, segment result and net assets is set out below:Year ended 30 September 2006 Door-to-door logistics 000 Revenue Sales to external customers Inter-segment sales 120,861 120,861 3,866 Other 000 7,675 6,731 14,406 1,124 Eliminations 000 (6,731) (6,731) Total 000 128,536 128,536 4,990 (596) 4,394 (8,345) (3,951) 430 (3,521) 114,270 3,922 118,192 (45,036) (92,048) (137,084)

Results Segment result Unallocated expenses Group profit Net finance costs Loss before taxation Income tax expense Net loss for the year Assets and liabilities Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Other segment information Capital expenditure property, plant and equipment other intangible assets Depreciation in the year Amortisation in the year

107,850

12,631

(6,211)

(44,309)

(6,938)

6,211

3,308 4,780

146 30 455 20

3,454 30 5,235 20

Door-to-door logistics includes the intermodal transportation of bulk commodities plus intermediate storage prior to final delivery. Other includes operation of terminals on behalf of customers plus third party sales of liners via Linertech Limited.

143

Part IV(D) 3. Segment Information (continued)

Intersegment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties. Unallocated expenses relate to expenditure on the entity as a whole and are controlled by head office through their strategic decision making process. Unallocated assets comprise primarily cash and derivatives as well as those assets which are used for general head office purposes. Unallocated liabilities primarily comprise group borrowings as well as liabilities relating to general head office activities. Non-cash items recorded in the income statement as outlined in note 7 relate to door-to-door logistics. Secondary reporting format Geographic segments The analysis by geographical area of the groups turnover, assets and other is set out below. The sales analysis set out below is based on the location where the order is received and where the assets are located. Year ended 30 September 2006 Mainland Europe 000 Revenue Sales to external customers Inter-segment sales 85,904 1,551 87,455 48,194 United Kingdom 000 39,914 5,180 45,094 22,392 Other 000 2,718 2,718 1,525 Eliminations 000 (6,731) (6,731) (6,211) Total 000 128,536 128,536 65,900 52,292 118,192

Assets Segment assets Unallocated assets Total assets Other segment information Capital expenditure Property, plant and equipment Intangibles

3,454

30

4. Group operating profit 2006 000 3,966 1,439 Operating profit is stated after charging/(crediting): Depreciation of property, plant & equipment owned held under finance lease contracts Impairment: Inventories written down or written off Trade receivables impairment Cost of inventories recognised as an expense (included in cost of sales) Research and development expenditure Amortisation of other intangible assets Loss on disposal of property, plant and equipment Operating lease rentals: containers other assets

3,454 30 3,484

572 387 5,249 612 20 658 189 1,374

144

Part IV(D) 4. Group operating profit (continued) 2006 000 31

Remuneration of the auditors, including remuneration for non-audit services, is analysed below: Audit services Fees payable to the company auditor for the audit of the parent company and consolidated accounts Fees payable to the company auditor for other services The auditing of accounts of associates of the company pursuant to legislation (including that of the companies and territories outside Great Britain) Services relating to taxation All other services

62 48 82 223

Fees paid to the auditors for non-audit services in the year to 30 September 2006 included 130,000 payable in the UK. 5. Employee information

The average monthly number of employees, including Executive directors for the Group, during the year represented was: 2006 Number By employee category: Operations Administration 205 65 270

Their aggregate remuneration comprised:

2006 000 7,208 795 428 8,431

Salaries and short term benefits Social security costs Retirement benefit obligation costs (note 32)

6. Directors emoluments 2006 000 Aggregate emoluments Details of the emoluments of the highest paid Director are as follows:

2006 000

635

Aggregate emoluments Pension contributions to money purchase schemes

148 20

145

Part IV(D) 7. Exceptional Items 2006 000 Recorded in gross margin : Gross losses arising from terminated operations Exceptional stock write-down Accelerated write-down of property, plant and equipment (180) (572) (187) (939) (281) (1,003) (896) (626) (2,806) (3,745)

Recorded in administrative expenses: Administrative costs of terminated operations Redundancy and reorganisation costs Exceptional non-recurring costs and asset write-downs arising in a terminated operation Accelerated write-down of fixed assets

The trading losses arising from terminated operations charged to cost of sales includes 1,765,000 of revenue and 2,226,000 of related costs. 8 Finance income

2006 000

Bank interest receivable Fair value adjustment on interest rate collar Total finance income 9 Finance expense

2006 000

2,627 85 2,712

Interest payable on: Bank loans and overdrafts Loan stock Finance charges payable under finance leases and hire purchase contracts Dividends on preference shares classed as a financial liability Total finance expense

6,451 2,842 651 1,113 11,057

146

Part IV(D) 10. (a) Taxation Analysis of charge in year 2006 000 Current tax: UK Corporation tax on profits of the year Foreign tax Adjustment in respect of prior years UK Foreign tax (117) (4) 106 32 17 (447) (430)

Deferred tax Origination and reversal of temporary differences Tax charge in the income statement (b) Reconciliation of the total tax charge

The current tax rate and effective rate on profit on ordinary activities in the year varied from the standard rate of UK corporation tax as follows: Profit on ordinary activities before tax Profit on ordinary activities multiplied by standard rate in the UK (30%) Effects of: Expenses not deductible for tax purposes Capital allowances and other temporary differences Short term temporary differences Differences tax rates on overseas earnings Other consolidation adjustments Prior year adjustments Total tax expense reported in the income statement 11. Earnings per ordinary share (3,951) (1,185) 920 533 (72) (12) (50) (117) 17

The basic earnings per share is calculated by dividing the profit for the financial year attributable to shareholders by the weighted average number of shares in issue. There are no share options or warrants as a result the basic loss per share is the diluted loss per share. 2006 Loss for the year () The weighted average number of shares (number) Basic and diluted (loss) per share () 12. Dividends paid and proposed 2006 000 Non-equity dividends: Preferred ordinary shares 10p per share (3,521,000) 1,046,845 (3.36)

The above dividends in respect of preferred ordinary shares for the year ended 30 September 2006 have been classified as interest expenses (note 9), but had not been paid by 30 September 2006. No ordinary dividend was paid.

1,113

147

Part IV(D) 13. Group Goodwill on consolidation 000 Cost: At 1 October 2005 and 30 September 2006 14. Other Intangible assets Computer software 000 786 (786) 352 (352) Patent and licences 000 17 30 47 5 5 10 37 Total 000 901 30 (884) 47 369 20 (379) 10 37 Purchased goodwill 000 Total 000 Goodwill

24,623

25,293

49,916

Development expenditure Cost: 000 At 1 October 2005 98 Additions Written off (98) At 30 September 2006 Accumulated amortisation and impairment: At 1 October 2005 12 Amortisation during the year 15 Written off (27) At 30 September 2006 Net book value at 30 September 2006

The amortisation charge in the year for patents and licences has been charged to administrative expenses. The typical patent life is 20 years and this year has been used for the basis of the amortisation charge. 15. Impairment of goodwill

Goodwill acquired through business combinations of 49,916,000 has been allocated for impairment testing purposes to the door to door logistics cash generating units. This represents the lowest level within the group at which goodwill and intangibles are monitored for internal management purposes. The recoverable amount of the cash generating units has been determined based on fair value less costs to sell. The fair value less costs to sell has been calculated based on information determined by an observable market price. The test has indicated that no impairment exists. 16. Group Freehold properties 000 Cost: At 1 October 2005 Additions Transfers Disposals Exchange differences At 30 September 2006 980 9 989 Containers & Computer Plant and equipment and Equipment others 000 000 81,272 2,888 1,132 (7,565) (20) 77,707 2,670 211 (1,005) 1,876 Assets under construction 000 837 346 (1,132) 51 Property, plant & equipment

Total 000 85,759 3,454 (8,570) (20) 80,623

148

Part IV(D) Accumulated depreciation and impairment: At 1 October 2005 90 39,155 Depreciation during the year 14 5,066 Impairment loss Disposals (5,512) Exchange differences (4) At 30 September 2006 104 38,705 Net book value at 30 September 2006 885 39,002

2,003 325 (492) 1,836

4 4

41,252 5,405 (6,004) (4) 40,649

The depreciation charge in the year of 5,405,000 has been charged, 4,925,000 in cost of sales and 480,000 in administrative expenses. Assets held under finance leases

40

47

39,974

The net book value of property, plant & equipment held under finance leases at 30 September 2006 was 13,873,000. Additions during the year include 1,905,000 of plant and equipment held under finance leases and hire purchase. Leased assets and assets under hire purchase contracts (being containers & plant and equipment) are pledged as security for the related finance lease and hire purchase liabilities. 17. Financial assets 30 September 2006 000 Financial assets current Interest rate collar contracts 24 24

18. Investments 30 September 2006 000 Investments in joint ventures

The share of the joint venture assets is not materially different from the cost of the investment. The profit earned from the joint ventures is nil. Principal subsidiaries The Groups principal subsidiary undertakings at 30 September 2006 are shown below. The accounting dates of the subsidiary undertakings are all 30 September. For all subsidiaries 100 per cent. of voting rights and shares are held.

45

149

Part IV(D) Proportion of Country of voting rights registrations/ and shares incorporation held UK UK Holland Germany Holland Germany Austria France Spain Finland UK UK UK UK UK UK UK UK UK UK UK UK UK UK 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Name of Company UBC Limited Lintertech Limited IBC Europa BV CTU GMBH UBC BV United Transport GmbH UBC Austria GmbH UBC SAS UBC Espana SA UBC Finland OY International Bulk Freight Limited United Transport Europe Limited Yardbrace Limited United IFF Limited IBC Limited IBC Logistic Systems Limited International Bulk Systems Limited Hillgate (XYZ) Limited Polylog Limited Chemlog Limited International Bulk Freight Limited Bailee Freight Services Limited Beaverbag Products Limited Linertech Solutions Limited Joint ventures

Class of Shares Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary

Nature of Business International logistics Manufacture of liners International logistics International logistics International logistics International logistics International logistics International logistics International logistics International logistics Dormant Holding company Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant

Name of Company E-Log European Logistics BV UBC Worldbulk (Asia) Sdn Bhd Nylog Limited 19. Inventories

Class of Shares Ordinary Ordinary Ordinary

Proportion of Country of voting rights registrations/ and shares incorporation held Holland 50% Malaysia 50% UK 50%

Nature of Business International logistics Manufacture of liners Dormant

30 September 2006 000 Raw materials Finished goods 1,976 2,103 4,079

150

Part IV(D) 20. Trade and other receivables 30 September 2006 000 Trade receivables Less: provision for impairment of receivables Trade receivables Other debtors Prepayments and accrued income 14,739 (387) 14,352 877 4,787 20,016

Concentrations of credit risk with respect to trade receivables are limited due to the Groups customer base being large and unrelated. Due to this, management believe there is no further credit risk provision required in excess of normal provision for impairment of receivables. 21. Trade and other payables

Current 30 September 2006 000 Trade payables Taxation and social security Other payables and accruals 15,496 255 23,394 39,145

22. Financial liabilities Current 30 September 2006 000 Current obligations under finance leases and hire purchase contracts (note 24) Current instalments due on bank loans (note 23) Preferred ordinary shares (note 27) 3,600 4,770 1,113 9,483

Non-current 30 September 2006 000 Non-current obligations under finance leases and hire purchase contracts (note 24) Non-current instalments due on bank loans (note 23) Loan stock 4,164 49,976 28,424 82,564

Loan stock The loan stock is redeemable at par on 31 December 2007 subject to the consent of the companys bankers, shareholders and the loan stock holders and bears interest at a rate of 10 per cent. per annum.

151

Part IV(D) 23. Bank loans 30 September 2006 000 Term A Euro Term A GBP Term B Euro Term B GBP Term C GBP Terminal Loans Euro Other loans Euro Less : current installments due on bank loans 19,461 6,630 9,730 4,942 8,984 4,116 883 54,746 (4,770) 49,976

Bank loans comprise the following:

The above loans are recorded at fair value less directly attributable transaction costs. The value of the unamortised transaction costs at 30 September 2006 was 587,000. As described in note 26 the group has entered into two interest rate collar agreements to provide protection against interest rate movements on an element of the bank term loans. Of the total bank term loans collar agreements cover 48 per cent. of liabilities at 30 September 2006. Term Loan A Term Loan A has a scheduled half yearly repayments commencing 1 October 2006 and ending 1 October 2011 on a straight line basis. The loan bears interest based on the relevant currency LIBOR plus bank margin. Term Loan B Term Loan B is repayable in single repayment date falling on 1 October 2012. The loan bears interest based on the relevant currency LIBOR plus bank margin. Term Loan C Term Loan C has one single repayment falling 1 October 2013. The loan bears interest based on the relevant currency LIBOR plus bank margin. However, 3 per cent. of this is not payable in cash and rolls up into the principal value. Terminal Loans

Terminal loans consist of local finance arrangements secured in relation to terminal operations in Austria and Finland. These are repayable in monthly and quarterly installments with final repayments in January 2010 and October 2012. Other Loans Other loans consist of chattel mortgage loans drawn to finance the purchase of certain assets. There are repayable in monthly installments with final repayments in December 2006 and April 2010. Group Bank Facility The above term loans are sourced from a facility agreement between the Governor and Company of the Bank of Scotland (BOS) and the Company. The facility comprises term loans plus overdraft and ancillary facility of 3 million. The facility was granted after various security was provided which includes fixed and floating charges, share pledges and cross company guarantees. In addition, the continued availability of the facilities are subject to warranties, general undertakings, financial covenants and certain defined events of default. 152

Part IV(D) 24. Obligations under leases

The group has entered into commercial leases on containers and other equipment. These leases have an average duration of 5 years. There are no restrictions placed upon the lessee by entering into these leases. The leased assets and assets under hire purchase contracts are pledged as security for the related lease and hire purchase liabilities. Obligations under finance leases and hire purchase contracts Future minimum lease payments under finance leases and hire purchase contracts are as follows: 30 September 2006 000 Not later than one year After one year but not more than 5 years Less finance charges allocated to future years Present value of minimum lease payments The present value of minimum lease payments is analysed as follows: Not later than one year After one year but not more than 5 years 3,600 4,164 7,764 4,313 5,136 9,449 (1,685) 7,764

Obligations under operating leases Future minimum rentals payable under non-cancellable operating leases are as follows: 30 September 2006 000 Not later than one year After one year but not more than 5 years 481 644 1,125

153

Part IV(D) 25. Deferred tax liabilities

The movement on net deferred tax asset/(liability) is shown below: 30 September 2006 000 Beginning of the year Release in the year End of the year The deferred tax included in the balance sheet is as follows: 6,357 (465) 5,892

30 September 2006 000

Deferred tax liability Accelerated capital allowances Other temporary

Deferred tax asset Other temporary

5,895 8 5,903

(11) (11)

26.

Financial instruments

The Group is exposed to interest rate, liquidity, foreign currency and credit risks. The Board reviews and agrees policies for managing each of the risks associated with interest rate, liquidity, foreign currency and credit risks. It is the groups policy that no trading in financial instruments shall be undertaken. These policies have remained unchanged throughout the year and are summarised below: Interest rate risk The group borrows in the desired currencies at floating rates of interest and can use forward rate agreements or interest rate swaps to generate the desired interest profile and to manage the groups exposure to interest rate fluctuations. At 30 September 2006, 28 per cent. of the groups total financial liabilities were covered by interest rate collar agreements which provide protection against interest rate movements within a range. At 30 September this consisted of 9,437,974 with a cap at 5.5 per cent. and a floor of 4.9 per cent. plus Euro 21,643,000 with a cap at 3.25 per cent. and a floor of 2.31 per cent. The sterling collar agreement has a termination date of 31 March 2008 and the Euro collar agreement has a termination date of 30 March 2007. Liquidity risk The group has a medium term loan facility which is regularly reviewed to ensure that it provides adequate liquidity for the group. Foreign currency risk The group has several overseas subsidiary undertakings whose revenues and expenses are denominated in a variety of currencies. It is the groups policy to ensure appropriate natural hedging is undertaken in the business which removes the need for financial instruments to be put in place. Credit risk The group has no significant concentrations of credit risk. The group has implemented policies that require appropriate credit checks on potential customers before sales commence.

154

Part IV(D) 26. Financial instruments (continued)

Fair values of financial assets and financial liabilities The following table provides a comparison by category of the carrying amounts and the fair values of the groups financial assets and financial liabilities at the year end. The fair value of the groups financial assets and liabilities are: 30 September 2006 Book value 000 Financial Assets: Investments Cash & short-term deposits Financial Liabilities: Finance lease and hire purchase obligations Bank loans Loan stock Preferred ordinary shares 45 3,402 30 September 2006 Fair value 000 45 3,402

7,764 54,746 28,424 1,113

8,003 54,746 28,424 1,113

Current receivables and payables whose carrying amount is a reasonable approximation to the fair value have been excluded from the table above. Fair value is the amount at which a financial instrument could be exchanged in an arms length transaction between informed and willing parties, other than a forced or liquidation sale, and excludes accrued interest. Where available, market values have been used to determine fair values. Where market values are not available, fair values have been calculated by discounting expected cash flows at prevailing interest and exchange rates. Interest rate risk profile of financial assets and liabilities The following tables set out the carrying amount, by maturity, of the groups financial instruments that are exposed to interest rate risk. As described above an element of the bank term loans are protected against interest rate movements within a range via interest rate collar agreements. As these do not fix the interest cost the full term loan liability is included within the floating rate section of the table below. The interest rate risk profile of financial assets at 30 September 2006 are as follows: Cash at bank and in hand 000 452 2,799 151 3,402

Currency Sterling Euro US Dollars

Cash at bank is held in floating rate interest-bearing current accounts or deposit accounts. Floating rate interest bearing accounts bear interest at rates based on relevant national LIBOR equivalent plus a margin as defined in the terms and conditions of the accounts.

155

Part IV(D) 26. Financial instruments (continued)

The interest rate risk profile of financial liabilities as at 30 September 2006 are as follows:
Within 1 year 000 Floating rate Term loan GBP Term loan Euro Terminal loans Euro Fixed rate Other loans Euro Loan stock GBP Obligations under finance leases GBP 940 2,877 584 360 3,600 8,361 1-2 years 000 839 2,539 603 193 28,424 2,115 34,713 2-3 years 000 1,175 3,497 681 193 1,257 6,803 3-4 years 000 1,429 4,243 713 137 602 7,124 4-5 years 000 1,456 4,320 650 151 6,577 More than 5 years 000 14,717 11,715 885 39 27,356 Total 000 20,556 29,191 4,116 883 28,424 7,764 90,934

The preferred ordinary shares are GBP denominated with fixed rates being a 10p dividend entitlement and has no maturity date. Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. Instruments classified as floating rate is repriced at intervals of less than one year. The other financial instruments of the group that are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk. Financial Instruments The fair value and book value of the derivative financial instruments at 30 September 2006 are as follows: 000 Asset interest rate collar agreements 27. Authorised and issued share capital 24

30 September 2006 000

The authorised share capital of the Group can be analysed as follows:

Authorised 12,381,920 preferred ordinary shares of 10p each 968,000 ordinary shares of 10p each 95,469 B ordinary shares of 10p each Total Allotted, called up and fully paid The issued share capital can be analysed as follows:

30 September 2006 000

1,238 97 9 1,344

11,131,920 preferred ordinary shares of 10p each 957,163 ordinary shares of 10p each 89,682 B ordinary shares of 10 p each

Disclosed as to financial liability At 30 September 2006

156

1,113 96 9 1,218 (1,113) 105

Part IV(D) 27. Authorised and issued share capital (continued)

Preferred ordinary shares The preferred ordinary shares of 10p each carry entitlement to a dividend at the rate of 10p per share per annum. Holders of preferred ordinary shares have no voting rights and have the right on a winding-up to receive, in priority to any other class of shares, the sum of 1 per share together with any arrears of dividend. These preferred ordinary shares are classified as financial liabilities in the balance sheet. Ordinary and B ordinary shares The ordinary and B ordinary shares of 10p each carry an entitlement to a dividend at the rate of 10p per share per annum. Holders of B ordinary shares are entitled to surplus income and capital but have no voting rights. 28. Reconciliation of movements in equity Equity share capital 000 At 1 October 2005 Total recognised income and expense for the year Purchase of own shares At 30 September 2006 105 105 Own shares 000 (103) (21) (124) Capital redemption reserve 000 344 344 Retained earnings 000 (15,696) (3,521) (19,217)

Total 000 (15,350) (3,521) (21) (18,892)

The companys Employee Benefit Trust (EBT) holds shares in the company for distribution to the employees of the company at the discretion of the trustees of the EBT. At 30 September 2006 the EBT held 35,997 B ordinary shares of 20p each in the company, and 1,053 B ordinary shares had been transferred to the EBT with payment completed in October 2006. The EBT has waived any rights to dividends under these shares. 29. (a) Additional cash flow information Cash flow from operations

2006 000 Loss before taxation Adjustments for: Finance income Finance expense Depreciation Loss on disposal of property plant & equipment Amortisation of intangible assets (Increase)/decrease in inventories Exchange gain on retranslation of long term debt Increase/(decrease) in trade & other receivables Increase/(decrease) in payables Cash generated from operations (3,951) (2,712) 11,057 5,405 658 20 (462) (145) 2,779 (3,158) 9,491

157

Part IV(D) 29. (b) Additional cash flow information (continued) Cash and cash equivalents 30 September 2006 000 Cash at bank and in hand Bank overdraft 35,947 (32,545) 3,402

The bank overdrafts are secured via the Groups Bank of Scotland facility. The bank overdraft recorded is subject to legal offset with bank accounts held by subsidiary companies. As a result, for the Group balance sheet this amount is netted with positive cash. 30. Capital commitments

There were no capital commitments at 30 September 2006. 31. Contingent liabilities

There were no contingent liabilities at 30 September 2006. 32. Pension and other post-retirement benefits

The Group has a defined contribution pension scheme under which the Group pays fixed contributions to a third party. In respect of the defined contribution pension scheme 428,000 has been recognised as an expense during the year. 33. Related party transactions

Ultimate controlling party The directors consider that at 30 September 2006 the ultimate parent undertaking and controlling related party of the company was Close Securities Limited, registered in England and Wales, by virtue of its majority shareholding in the companys ordinary share capital. During the year, the group has made sales of 126,000 to, and purchases of 647,000 from, UBC Worldbulk (Asia) Sdn Bhd, a joint venture of the company. During the year, the group has made sales of 7,719,000 to E-Log European Logistics BV, a joint venture of the company. At 30 September 2006, the group was owed 147,000 by UBC Worldbulk (Asia) Sdn Bhd,. No amounts were due to or from E-Log European Logistics BV.

158

Part IV(D) 34. Reconciliation between IFRS and UK GAAP

United Transport International Limited reported under UK GAAP in its previously reported financial statements for the year ended 30 September 2006. The analysis below shows a reconciliation of net assets and loss as reported under UK GAAP as at 30 September 2006 to revised net assets and profit under IFRS as reported in this financial information. Reconciliation of loss for the year Year ended 30 September 2006 000 Loss for the year reported under UK GAAP Write back of amortisation of goodwill Recognition of fair value of interest rate collar Tax effect on recognition of interest rate collar Loss for the year reported under IFRS (6,984) 3,404 85 (26) (3,521)

159

Part IV(D) 34. Reconciliation between IFRS and UK GAAP (continued)

Reconciliation of equity at 1 October 2005 Previous GAAP 1 October 2005 000 Effect of transition To IFRS 000

Notes ASSETS Non-current assets Goodwill Other intangible assets Property, plant and equipment Investments

IFRS 000

(a) (d) (d)

49,916 98 44,507 20 94,541 3,617 22,767 (11,421) 14,963 109,504

434 (434)

49,916 532 44,073 20 94,541 3,617 22,767 (11,421) 14,963 109,504

Current assets Inventories Trade and other receivables Cash and cash equivalent

Total assets LIABILITIES Current liabilities Financial liabilities Trade and other payables

(b)

(10,752) (35,930) (46,682) (71,772) (6,357) (78,129) (124,811) (15,307)

(11) (11) (50) 18 (32) (43) (43)

(10,763) (35,930) (46,693) (71,822) (6,339) (78,161) (124,854) (15,350)

Non-current liabilities Financial liabilities Deferred tax liabilities

(b)

Total liabilities Net assets SHAREHOLDERS EQUITY Ordinary shares Capital redemption reserve Own shares Cumulative translation reserve Retained earnings Total equity attributable to shareholders

(c)

105 344 (103) (15,653) (15,307)

(43) (43)

105 344 (103) (15,696) (15,350)

160

Part IV(D) 34. Reconciliation between IFRS and UK GAAP (continued)

Reconciliation of equity at 30 September 2006 Previous GAAP 30 September 2006 000 Effect of transition To IFRS 000

Notes ASSETS Non-current assets Goodwill Other intangible assets Property, plant and equipment Investments accounted for using equity method

IFRS 000

(a)

46,512 37 39,974 45 86,568 4,079 20,016

3,404 3,404 24 24 3,428

49,916 37 39,974 45 89,972 4,079 20,016 24 699 3,402 28,220 118,192

Current assets Inventories Trade and other receivables Financial assets Corporate tax recoverable Cash and cash equivalent

(b) 699 3,402 28,196 114,764

Total assets LIABILITIES Current liabilities Financial liabilities Trade and other payables

(9,483) (39,145) (48,628)

(9,483) (39,145) (48,628)

Non-current liabilities Financial liabilities Deferred tax liabilities

Total liabilities Net assets SHAREHOLDERS EQUITY Ordinary shares Capital redemption reserve Own shares Cumulative translation reserve Retained earnings Total equity attributable to shareholders

(82,564) (5,884) (88,448) (137,076) (22,312)

(8) (8) (8) 3,420

(82,564) (5,892) (88,456) (137,084) (18,892)

105 344 (124) (22,637) (22,312)

3,420 3,420

105 344 (124) (19,217) (18,892)

161

Part IV(D) 34. (a) (b) Reconciliation between IFRS and UK GAAP (continued) Goodwill amortisation, charged under UK GAAP during 2006 was 3.4 million and this amount is credited back to the income statement under IFRS. Under UK GAAP, derivative contracts are not recognised as assets and liabilities on the balance sheet and gains or losses arising on them are not recognised until the hedged item has itself been recognised in the financial information. Under IFRS, such derivative contracts must be recognised as assets and liabilities on the balance sheet measured at their fair values. Changes in their fair values must be recognised in the income statement. In the opening balance sheet at 1 October 2005 a financial liability relating to the fair value of interest rate collar agreements of 61,000 was recognised, split between 11,000 current liability and 50,000 non-current liability. In 2006 the financial liability recognised in 2006 was reversed and a current asset of 24,000 was recognised. (c) Shares with a contracted fixed distribution and no equity rights are classified as debt under IFRS and FRS 25, and so the Companys preferred ordinary shares of 1,113,000 have therefore been adjusted from equity to debt in the opening balance sheet at 1 October 2005. However as this approach was adopted under UK GAAP during 2006, the adjustment is not required in the year ended 30 September 2006. Computer software that is not integral to an item of property, plant and equipment is recognised separately as an intangible asset. Amortisation is provided on a straight-line basis so as to charge the cost of the software to the income statement over its expected useful life. This asset has been written off in the year ended 30 September 2006.

(d)

162

Part V

PART V UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

The unaudited consolidated pro forma statement of net assets of the Enlarged Group set out below has been prepared to illustrate the effect of the Acquisition and the Placing on InterBulk Investments plc. The information, which is produced for illustrative purposes only, addresses a hypothetical situation and therefore does not represent the actual financial position of the Enlarged Group. The unaudited consolidated pro forma statement of net assets is compiled from the balance sheet of InterBulk Investments plc as at 30 September 2006 and the balance sheet of UTI as at 30 September 2006, as set out in the financial information in Parts III and IV(c)(ii) of this Document.
000 ASSETS Non-current assets Goodwill Other intangible assets Property, plant & equipment Investments Deferred tax assets InterBulk (Note 1) UTI (Note 2) Adjustments (Note 3) (Note 4) Pro forma Total (Note 6)

(Note 5)

49,485 916 28,866 388 79,655 1,273 14,825 6,552 22,650 102,305

49,916 37 39,974 45 89,972 4,079 20,016 24 699 3,402 28,220 118,192

11,319

11,319

110,720 953 68,840 45 388 180,946 5,352 34,841 24 699 7,211 48,127 229,073

Current assets Inventories Trade and other receivables Financial assets Current tax recoverable Cash at bank and in hand TOTAL ASSETS LIABILITIES Current liabilities Financial liabilities Trade and other payables Current tax liabilities

103,500 103,500 103,500

(69,078) (69,078) (57,759)

(37,165) (37,165) (37,165)

(3,972) (23,853) (107) (27,932)

(9,483) (39,145) (48,628) (82,564) (5,892) (88,456) (137,084) (18,892)

(1,850) (1,850) (78,650)

5,113 9,871 14,984 74,667

1,361 1,361 35,804

(8,831) (53,127) (107) (62,065) (99,621) (332) (7,966) (815) (108,734) (170,799) 58,274

Non-current liabilities Financial liabilities Trade and other payables Deferred tax liabilities Retirement benefit obligations

(48,878) (3,320) (2,074) (815) (52,099) TOTAL LIABILITIES (80,031) NET ASSETS/(LIABILITIES) 22,274

Notes: The pro forma statement of net assets has been prepared on the following basis: 1 2

(78,650) (80,500) 23,000

74,667 89,651 31,892

35,804 37,165

The financial information on InterBulk has been extracted, without adjustment, from the historical financial information on InterBulk set out in Part III of this Document. The financial information on UTI has been extracted, without adjustment, from the historical financial information on UTI set out in Part IV(D) of this Document.

163

Part V
3 This adjustment represents the net cash proceeds from the Placing and the new Enlarged Group debt package of 80.5 million to fund the Acquisition and refinance the existing InterBulk bank debt (37 million). 000 Placing proceeds Cash raised from debt Less expenses (28,000) (80,500) 5,000 (103,500) 1,850 78,650 80,500

New debt Creditors < 1 year Creditors > 1 year

This adjustment represents the Acquisition, as summarised below. Of the 66.5 million of total net cash raised (being 103.5 million less 37 million which will be used to refinance existing InterBulk bank debt as shown in adjustment 3), 49,131,000 and the cash balance acquired with UTI (2,578,000) will be used to settle existing UTI bank debt of 50,244,000 plus related interest of 1,465,000. The balance of the cash raised, after settlement of bank debt and related interest will be used to settle 14,260,000 of UTI loan stock. The 28,423,000 adjustment shown below also includes a 7.8 million settlement via the issue of InterBulk shares at the Placing Price plus 6,363,000 will be capitalised for nominal value on completion, thus increasing the net assets of UTI by this amount. On completion, 6,043,000 of accrued loan stock interest will also be capitalised for nominal value thus increasing the net assets of UTI by this amount. After settlement of UTI bank debt and loan stock as noted above, the balance of 3,109,000 cash remaining, along with a further 5.2 million of InterBulk shares at the Placing Price will be used to purchase the preferred ordinary shares of UTI which have a nominal value of 1,113,000. On the purchase of the preferred ordinary shares, an accrued dividend of 2,363,000 will become due to InterBulk and can therefore be eliminated from the net liabilities of UTI (and the Enlarged Group). 000 Consideration for preferred ordinary shares Shares Cash 5,200 3,109 8,309 (18,892) 3,476 6,363 6,043 (3,010) 11,319

Net liabilities at 30 September 2006 Write back of preferred ordinary shares and accrued dividend Capitalisation of loan stock at nominal value Capitalisation of accrued loan stock interest at nominal value Net liabilities acquired Increase in goodwill arising Existing UTI debt repaid or capitalised Creditors < 1 year Bank loans

4,000 4,000 46,244 28,423 74,667

Creditors > 1 year Bank loans Shareholder loan stock

1,465 2,363 6,043 9,871

Other adjustments Other payables Repayment of accrued bank loan interest Preferred ordinary shares nominal value and accrued dividend Capitalisation of accrued loan stock interest

164

Part V
5 This adjustment represents the refinancing, on completion of the Proposals, of the existing InterBulk bank debt. 000 Repayment of existing debt Creditors < 1 year Creditors > 1 year 1,361 35,804 37,165

No adjustment has been made in the pro forma statement of net assets to reflect: a. b. c. the trading and cash flows of InterBulk or UTI in the period since 30 September 2006; any fair value adjustments arising on the acquisition; or deferred finance costs offset against the existing debt, nor has any allocation been made from the 5 million deal fees for deferred finance costs for the new debt package.

The pro forma has been prepared on the assumption that UTI has been accounted for by the Company using the purchase method of accounting.

165

Part VI(A)

PART VI(A) HISTORICAL FINANCIAL INFORMATION ON ATORKA GROUP HF

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 The financial information set out below has been extracted without material adjustment from the audited annual financial statements of Atorka Group hf for the year ended 31 December 2005. These financial statements were audited by PricewaterhouseCoopers hf, Reykjavik. INCOME STATEMENT FOR THE YEAR 2005 Notes Financial income Interest income and other related financial income Dividend income Fair value changes on investments and other financial assets 2005 ISK000 387,875 205,836 1,760,307 2,354,018 (710,270) 473,889 2,117,636 14 503,696 108,788 612,483 (248,836) 1,256,317 7 235,076 1,491,392 ISK 0.54 2004 ISK000 69,938 143,541 3,021,897 3,235,376 (250,609) 602,600 3,587,367 147,844 63,169 211,013 (140,000) 3,236,354 (343,874) 2,892,480 ISK 1.16

Financial expenses Interest expenses Net income from private equity projects Net financial income Operating expenses Administration cost Other operating expenses

Impairment of goodwill Net profit before taxes Income tax Net profit Earnings per share, basic and diluted Income statement by quarters

2.5, 8

16 20

166

Part VI(A) BALANCE SHEET AS OF 31 DECEMBER 2005 Notes 31 December 2005 ISK000 1 January 2005 ISK000

Assets Non-current assets Goodwill Loans and other receivables 8 9 0 1,726,446 1,726,446 512,037 12,069,038 15,939 878,991 13,476, 004 4,797,525 19,999,976 254,098 810,228 1,064,326 313,785 8,924,638 240,866 3,448,531 12, 927, 820 2,850,016 16,842,162

Current assets Loans and other receivables Financial assets at fair value through profit and loss Derivative financial instruments Cash and cash equivalents

9 10 15

Private equity projects Total assets Stockholders equity and liabilities Stockholders equity Share capital Share premium Legal reserve Retained earnings Total stockholders equity Liabilities Non-current liabilities Deferred tax liability Borrowings

11

12 2,741,737 3,114,687 315,975 3,571,830 9,744,229 2,732,398 3,070,171 208,638 2,957,914 8,969,121

7 13

323,183 9,286,680 9,609,862 442,223 199,283 4,378 645,884 10,255,747 19,999,976

566,232 6,896,304 7,462,536 309,227 71,428 29,850 410,505 7,873,041 16,842,162

Current liabilities Trade and other payables Borrowings Derivative financial instruments

13 15

Total liabilities Total stockholders equity and liabilities Other informations 21

167

Part VI(A) STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY Share capital ISK000 Balance at 1 January 2004 2,255,302 Share premium ISK000 1,337,102 Legal Unrealized reserve profit ISK000 ISK000 62,261 153,889 Retained earnings ISK000 285,185 Total ISK000 4,093,739

Purchase of treasury shares (989,677) (2,470,263) (48,478) 3,508,418) Sales of treasury shares 1,466,773 4,203,332 5,670,105 Dividends paid (178,784) (178,784) Unrealized gain for the year 1,167,355 1,167,355 Realized gain for the year 1,725,124 1,725,124 Contribution to legal reserve 146,377 (146,377) 0 Balance at 31 December 2004 2,732,398 3,070,171 208,638 1,321,244 1,636,670 8,969,121 Adoption of IAS 32 and 39 (1,321,244) 1,321,244 Balance at 1 January 2005 2,732,398 3,070,171 208,638 0 2,957,914 8,969,121 Purchase of treasury shares Sales of treasury shares Dividends paid Contribution to legal reserve Net profit for the year Balance at 31 December 2005 48,478 (818,617) 107,337 (107,337) 1,491,392 (572,879) (2,810,224) 582,218 2,854,741 (3,383,103) 3,485,436 (818,617) 0 1,491,392

2,741,737 3,114,687 315,975 0 3,571,830 9,744,229

Further explanation of shareholders equity items, see note 12 and 17.

168

Part VI(A) STATEMENT OF CASH FLOW FOR THE YEAR 2005 2005 ISK000 Cash flow from operating activities Net earnings Items not affecting cash: Fair value changes on investments and other financial assets Income tax Impairment of goodwill Working capital provided by operating activities Changes in operating assets: Trade and other receivables, increase (decrease) Current liabilities, increase (decrease) 1,491,392 (2,183,680) (243,049) 248,836 (686,500) 1,114,470 132,996 1,247,466 560,966 (15,174,357) 9,415,464 (25,485) (5,784,379) 102,333 (818,617) 4,548,729 (1,178,571) 2,653,872 (2,569,540) 3,448,531 878,991 2004 ISK000 2,892,480 (2,292,816) 319,833 140,000 1,059,497 (218,820) (117,082) (335,902) 723,595 (6,818,807) 4,612,067 (810,228) (3,016,968) (1,559,391) (484,450) 5,665,818 (71,429) 3,550,548 1,257,175 2,191,356 3,448,531

Net cash from (to) operating activities Cash flows (to) investment activities Purchase of shares in companies Proceeds from sale of shares in companies Proceeds from sale of other securities

Cash flows from financing activities Proceeds from issue of shares Dividends paid New long-term liabilities Payments of long term liability

(Decrease) increase of cash Cash at beginning of the year Cash at December 31 Investing and financing activities not affecting cash flows: Purchase of shares

1,175,697 3,889,955

169

Part VI(A) NOTES TO THE FINANCIAL STATEMENTS 1. GENERAL INFORMATION

Atorka Group hf (Atorka) is a strategic investment company, listed on the Icelandic Stock Exchange. Atorka invests in equity share capital both in Iceland and abroad. Atorkas main investment approach is to build controlling stakes in the companies it invests its capital. Atorka also invests in stock on a no-controlling basis but on a much smaller scale. Atorkas investment strategy is strictly value driven, with a particular focus on future opportunities and scope for operational improvement and restructuring, applicable both to existing and future investments. Atorka is a limited liability company incorporated and domiciled in Iceland. The address of its registered office is Laugavegur 182, Reykjavk. These Financial Statements have been approved by the Board of Directors on 20 February 2006. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set forth below. These policies have been consistently applied to both years presented, unless otherwise stated. 2.1 Basis of preparation The financial statements of Atorka Group hf have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. They are covered by IFRS 1, International Financial Reporting Standards, First-time Adoption of IFRS, because they are Atorkas first IFRS financial statements. The accounting policies, as adopted by the EU, depart from full IFRS in a few standards, interpretations and amendments in some areas related to Atorkas operations: IFRS 7, Financial Instruments: Disclosured, and a complementary Amendment to IAS 1, Presentation of Financial Statements Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments. Atorka assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. Atorka will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007. The financial statements of Atorka have been prepared in accordance with Icelandic Generally Accepted Accounting Principles (GAAP) until 31 December 2004. GAAP differs in some areas from IFRS. In preparing the financial statements, management has amended certain accounting and valuation methods applied in the GAAP financial statements to comply with IFRS. The comparative figures for 2004 were restated to reflect these adjustments where they were appropriate. Reconciliation and descriptions of the impact of the transision from GAAP to IFRS on Atorkas equity, balance sheet and net income are provided in note 22. The financial statements of Atorka have been prepared under the historical cost convention, as modified by the revaluation of financial assets (including derivative instruments) at fair value through profit or loss. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying Atorkas accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4.

170

Part VI(A) 2.2 Consolidation Private equity projects: Investments in other companies were Atorka has an controlling interest are bought with the intention of develop and resale, are categorized as private equity projects if their value will be recovered by sale rather than with continuing operation. Private equity projects are valued at lower of cost or fair value as required in IFRS 5. 2.3 Foreign currency translation Functional and presentation currency The financial statements are presented in thousand ISK, which is Atorkas functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at he dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. 2.4 Intangible assets Goodwill represents the excess of the cost of an acquisition over the fair value of Atorkas share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. 2.5 Impairment of assets Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less cost to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). 2.6 Investments Atorka classifies its investments as financial assets at fair value through profit or loss. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and reevaluates this designation at every reporting date. Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorized as held for trading. Assets in this category are classified as current assets if they are either held for trading or are expected to be realized within 12 months of the balance sheet date. Purchases and sales of investments are recognized on trade-date the date on which Atorka commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and

171

Part VI(A) Atorka has transferred substantially all risks and rewards of ownership. Realized and unrealized gains and losses, arising from changes in the fair value of the financial assets at fair value through profit or loss category, are included in the income statement in the period in which they arise. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), Atorka establishes fair value by using valuation techniques. These include the use of recent arms length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuers specific circumstances. Atorka assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. 2.7 Loans and other receivables Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of trade and other receivables is established when there is objective evidence that Atorka will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The changes of the provision is recognized in the income statement. 2.8 Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. 2.9 Earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of Atorka by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by Atorka and held as treasury shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. 2.10 Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless Atorka has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. 2.11 Deferred income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

172

Part VI(A) 2.12 Revenue recognition Interest income Interest income is recognized in the income statement using the effective interest method for all financial instruments stated at cost. Dividend income Dividend income is recognized when the right to receive payment is established. 2.13 Dividend distribution Dividend distribution to Atorkas shareholders is recognized as a liability in Atorkas financial statements in the period in which the dividends are approved by Atorkas shareholders. 2.14 Share based compensation Atorka has entered in to share-based contracts with its employees which enable employees to buy shares in Atorka on market price. Under these contacts the employee has the right to receive, and Atorka he obligation to pay cash payment representing the shortfall between the market share price and the strike price according to the contract. These contracts are cash settled share based contract under IFRS 2. On each reporting date an obligation will be treated as a liability if the fair value of the strike price under the contract exceeds the market price and treated as an employee cost in the income statement. 3. 3.1 FINANCIAL RISK MANAGEMENT Financial risk factors Investment strategy: Atorkas main objective is to invest at all times in 5 to 10 private equity projects with the view to develope these companies and subsecuently sell them in their entirety or in smaller units. It is anticipated that each private equity project lasts about 5 years. Atorka also invests in publicly listed companies with the purpose to profit from short term price changes. The investment stragety is based on policy confirmed by the Board of Directors. Market value risk: Atorka invests in shares and other securities to profit from short term market price changes. Atorkas investments in shares and other securities are subject to fair value risk, as the future value of these financial assets is uncertain. The investments are tracked on a daily basis by the CEO and Atorkas Managing Directors. In addition, Atorkas Board reviews Atorkas investments on a quarterly basis. Marketability risk: Atorka invests mostly in financial assets listed on an active market, which allows Atorka to sell its financial assets at any time. Unlisted investments that are not part of private equity projects therefore represent a small portion of total assets. Currency risk: Atorka is subject to currency risk as the value of foreign assets changes with currency fluctuations, other than fluctuations of the Icelandic Krona. Atorka has entered into currency option agreements to limit Atorkas currency risk.

173

Part VI(A) 3.2 Accounting for derivative financial instruments and hedging activities Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Derivatives with a positive market value are capitalized but derivatives with negative market value are recorded as liability. Atorka has committed in derivatives to diminish its currency risk. All shifts in derivatives fair value are immediately declared to the income statement. Atorka does not designate any derivative as an hedging instruments and therefore does not use hedge accounting based on the IFRS requirements. 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 4.1 Critical accounting estimates and assumptions Atorka makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Estimated impairment of goodwill Atorka tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.4. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (Note 8). Estimated impairment of private equity projects Atorka reviews the value of private equity projects for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the value of the private equity projects exceeds its recoverable amount (Note 11). Such amount is based on the appraisal by an independent party. 5. NET INCOME FROM PRIVATE EQUITY PROJECTS 2005 ISK000 Income from private equity projects Charges of private equity projects 1,273,889 (800,000) 473,889 2004 ISK000 602,600 0 602,600

2005 ISK000 2004 ISK000 1,399,282 1,423,603 199,012 3,021,897

6.

FAIR VALUE CHANGES ON INVESTMENTS AND OTHER FINANCIAL ASSETS

Realized profit on shares Net gain on financial assets designated at fair value through profit and loss Fair value adjustments of derivatives

584,398 877,450 298,459 1,760,307

174

Part VI(A) 7. DEFERRED TAX LIABILITY 2005 ISK000 Change in income tax liability during the year is as follows: Deferred tax liability 1 January 2005 Adjustment 1 January 2005 Increase in tax liability related to treasury shares Income statement charge Income tax payable Income tax liability at end of period Deferred income tax liability analyses on the following items: Financial assets Private equity projects Taxable loss carried forward Other items 566,232 (19,769) 11,796 (235,076) 0 323,183

508,232 (144,000) (40,927) (123) 323,183

The tax on Atorkas profit before tax differs from domestic tax rate (18%) as follows: Profit before tax Calculated tax (18%) Dividend income Other permanent differences related to merger and impairment Tax charge

1,256,317 226,137 (266,350) (194,863) (235,076)

ISK000

8.

GOODWILL

Goodwill is the result of Atorkas purchase of all shares in Afl fjrfestingarflag hf and Isla ehf.

Net book amount 1 December 2004 IFRS transition changes Net book amount 1 January 2005 Decrease in goodwill due to Isla ehf Impairment of goodwill Closing net amount Cost Accumulated amortization and impairment Closing net book amount

273,892 (19,794) 254,098 (5,262) (248,836) 0 394,098 (394,098) 0

The goodwill arising from the merger with Afl fjrfestingarflag hf and Isla ehf was tested for impairment and the conclusion was that the total capitalized amount ISK 248.8 million should be expensed in the income statement.

175

Part VI(A) 9. LOANS AND OTHER RECEIVABLES ISK000 Loans to private equity projects Other receivables 1,808,688 429,795 2,238,483 1,726,446 512,037 2,238,483

Non-current portion of loans and other receivables Current portion of loans and other receivables

Terms of loans to private equity projects are comparable to market terms. 10. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS 2005 ISK000 Listed shares: Jarboranir hf Low and Bonar plc., UK NWF Group, UK Other shares, UK and Iceland Total shares Domestic bonds Total financial assets at fair value through profit and loss 5,624,911 2,980,207 991,261 2,385,883 11,982,263 86,775 12,069,038 2004 ISK000 3,543,241 2,571,587 646,014 2,062,789 8,823,631 101,007 8,924,638

All listed shares are capitalized on current bid prices except for the investment in Jarboranir hf where the fair value capitalization is based on the price in Atorkas takeover offer (see note 21). 11. PRIVATE EQUITY PROJECTS

In accordance with IFRS standard number 5, which deals with non-current assets held for sale and discontinued operation, the companies in such circumstances are not categorized as subsidiaries, but rather as private equity projects. Their ownership is intended to be short term and Atorkas management intends to sell them or decrease Atorkas ownership share in the near future. Assets and liabilities of private equity projects are as follows: ISK000 The plastic industry project Assets 31 December 2005 Liabilities 31 December 2005 Net book value 31 December 2005 The health care project Assets 31 December 2005 Liabilities 31 December 2005 Net book value 31 December 2005 The real estate project Assets 31 December 2005 Liabilities 31 December 2005 Net book value 31 December 2005 Total net book value 31 December 2005 10,715,151 (7,994,647) 2,720,504 7,321,790 (5,246,382) 2,075,409 1,506,061 (1,504,449) 1,612 4,797,525

176

Part VI(A) 11. PRIVATE EQUITY PROJECTS (continued) Of these total liabilities net ISK 3.889,4 million are interest related loans in plastic industry project, ISK 2.724,7 million in health care project and ISK 1.504,4 million in real estate project. If total assets of these companies were added to Atorkas assets and total liabilities of these companies were added to Atorkas liabilities, its equity ratio would be 28,04 per cent. instead of 48,72 per cent. The equity amount would not change. These companies are under development and restruction, which includes, among other things, refinancing and sale of their assets. In the near future, the future ownership will be determined and if Atorkas ownership share has not decreased, its assets, liabilities, revenue and expenses will be included in Atorkas accounts as of its purchase day, in accordance with International Accounting Standard, IAS 27. The plastic industry project consist of Promens hf and Eignarhaldsflagi Bolar hf. These companies have operations in subsidiaries in 12 countries. The health care project consist of following holding companies, Lf hf, FH8 ehf and Eignarhaldsflag Parlogis ehf which are fully owned by Atorka. These holding companies own fully the following operational companies Parlogis hf, Icepharma hf, Ilsanta UAB, Austurbakki hf, A. Karlsson hf, Besta ehf and smed ehf. The real estate project consist of the operational company, Summit ehf. Summit ehf owns 6 real estates in the Reykjavk area. The valuation of these real estates have been measured by an independent authorized party and the conclusion of the valuation is that the value of these asset could increase equity of Summit ehf of ISK 285 million. Due to IFRS requirements of the lower of cost and fair value this amount is not included if the equity of Summit ehf. 12. SHARE CAPITAL 2005 ISK000 Summary of share capital: Total authorized number of shares Treasury shares 2,773,650 (31,913) 2,741,737 2004 ISK000 2,773,650 (41,252) 2,732,398

2005 ISK000

13.

BORROWINGS

Summary of borrowings: Non-current Bank borrowings, ISK 3 months REIBOR plus fixed premium Index linked liabilities, ISK fixed 5% 5.2% interest 1,000,000 8,286,680 9,286,680 17,555 181,728 199,283 9,485,963

Current Bank borrowings, ISK Index linked liabilities, ISK

Total borrowings Payments of borrowings at year end: Payments between 1 and 2 years Payments between 2 and 5 years Over 5 years

199,283 1,000,000 8,087,396 9,286,680

Index linked liabilities are linked to the Icelandic Consumer Price Index. 177

Part VI(A) 14. ADMINISTRATION COST

Landsvaki hf, Landsbanki slands hf subsidiary, performed various administration duties for Atorka, based on an administration contract. At the end of 2004, the administration contract with Landsvaki hf was prepaid. The prepayment amounted to ISK 202 million, whereof ISK 100 million were expensed during 2004 and the remaining balance was expensed in the first quarter of 2005. As of 1 April 2005, Atorka has managed its own administration, including accounting, portfolio watch, shareholders records and more. Included in administration cost is cost due to settlement of stock option agreement with former managing director amount to ISK 160 million. 15. DERIVATIVE FINANCIAL INSTRUMENTS

At the end of the year, there were two currency option agreements, which are shown under assets at book value, amounting to ISK 16 million at the end of the year. The agreements were in Icelandic kronas vs. Swiss francs. The agreements were entered into to hedge Atorkas currency exposure of foreign portfolio of shares. At the end of the year, there were three forward equity derivatives, which are shown under liabilities. Notional amount ISK000 Forward currency option agreements Equity derivatives 403,000 47,450 450,450 Carrying amount Liabilities ISK000 0 4,378 4,378

Assets ISK000 15,939 0 15,939

16.

EARNINGS PER SHARE

Earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of outstanding shares in issue during the year, excluding ordinary shares purchased by Atorka and held as treasury shares. 2005 Net profit attributable to shareholders (ISK000) Weighted average number of outstanding shares in issue (000) Earnings per share, basic and diluted (ISK) 1,491,392 2,737,067 0.54 2004 2,892,480 2,509,889 1.16

17.

DIVIDENDS PER SHARE

The dividends paid in 2005 and 2004 were 818,6 million ISK and 178,7 million ISK respectively or ISK 0,3 per share in 2005 and ISK 0,1 per share in 2004.

178

Part VI(A) 18. DIRECTORS TERMS OF EMPLOYMENT

Compensation to top management for their work for Atorka and their shares in Atorka are as follows: Wages and Benefits ISK000 Magns Jnsson, CEO Benedikt Olgeirsson, managing director Reimar Ptursson, managing director o I orsteinn Vilhelmsson, chairman Hrafn Magnsson, board member Karl Axelsson, board member rn Andrsson, board member Styrmir Tr Bragason, former managing director 2 former board members 14,050 4,903 8,371 3,400 600 2,250 600 200,697 3,650 238,521 Shares at the end of year 000 385,758 35,000 35,000 989,945 175 1,300 52,494 0 48,201 1,547,873

Included in the compensation to the former managing director is cost due to a settlement of stock option agreement amounted to ISK 160 million. CEO and managing directors worked part time of the year 2005 by Atorka. Shares at the end of the year refers to holdings in the name of the parties in question themselves, their spouses, children who are not financially competent or legal entities in which they are involved. In the year 2005 Atorka entered in to a contractual relationship with the CEO and the two managing directors. Orginally these contracts were based on put option rights on purchased shares in Atorka. These contracts have been amended and now these key employees of Atorka have the right to receive, and Atorka the obligation to pay, cash payment representing the shortfall between the market share price and the strike price according to the contract. This obligation will be active in a three years pro-rata vesting period starting from the contract date of 30 September and 28 December 2005. The nominal amount of shares related to the contracts with the three key employees are in total 115 million ISK and the CEO holds ISK 45 millions but the two managing directors ISK 35 million each. The market price on the contract date was was 6,05 per share and the strike price, when exerciseable, will represent that price plus accrued interest calculated from the contract date. The accounting treatment of this contract in the 2005 financial statements is based on cash settled share based contract under IFRS 2 and on each reporting date an obligation will be treated as a liability if the fair value of the strike price under the contract exceeds the market price on the reporting date. At year end 2005 no obligation exits. Atorka has not granted any loans to the member of the Board of Directors or to the top management persons. That includes also all companies owned by these persons. 19. FEE TO AUDITORS 2005 Audit of financial statements Review of interim financial statements Other services 2,950 5,024 7,162 15,136 2004 1,052 1,403 2,671 5,126

Amounts include value-added tax.

179

Part VI(A) 20. INCOME STATEMENT BY QUARTERS 4 quarter 2005 ISK000 Net financial income Operating expenses Impairment of goodwill Net profit before taxes Income tax Net profit (loss) of the period 1,154,805 (110,938) 0 1,043,867 (194,106) 849,761 3 quarter 2005 ISK000 590,332 (314,348) 0 275,984 (51,862) 224,121 2 quarter 2005 ISK000 (283,059) (42,552) (248,836) (574,448) 332,997 (241,451) 1 quarter 2005 ISK000 655,558 (144,645) 0 510,913 148,048 658,961 4 quarter 2004 ISK000 538,298 (146,226) (140,000) 252,071 168,277 420,348

21.

EVENTS AFTER THE BALANCE SHEET DATE

The 9 December 2005 Atorka launched a tender offer for all the shares in Jarboranir hf, a company then listed on the Icelandic Stock Exchange. Before launching the offer Atorka owned 224.996.443 shares in Jarboranir, which corresponded to 56,25 per cent. of Jarboranirs total issued share capital and 57,86 per cent. of its outstanding share capital. The book value of those shares at the balance sheet date is ISK 5.624.911 thousands. The tender offer expired 16 January 2006 with the acceptance by the bulk of Jarboranirs shareholders. After the tender offer Atorka owned 386.875.646 shares of Jarboranirs shares with a book value of ISK 9.671.891 thousands. The consideration offered for Jarboranirs shares were shares in Atorka in an exchange of 6 Atorka shares for 25 Jarboranir shares. To fund the acquisition Atorka issued 600.000.000 new shares at the price ISK 6 per share. Those shares were paid to Jarboranirs shareholders at the conclusion of the tender offer between 17 to 23 January 2006. As a consequence Atorkas equity has after the balance sheet date increased by ISK 3.600.000 thousands. 22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

22.1 Basis of the transition 22.1.1 Application of IFRS 1 The financial statements for the year ended 31 December 2005 will be the first annual financial statements that comply with IFRS. These financial statements have been prepared as described in Note 2.1. Atorka has applied IFRS 1 in preparing these financial statements. The transition date for Atorka is 1 January 2004. Atorka prepared its opening IFRS balance sheet at that date. The reporting date of these financial statements is 31 December 2005. Atorkas IFRS adoption date is 1 January 2005. In preparing these financial statements in accordance with IFRS 1, Atorka must restate all its assets and liabilities retroactively in accordance with IFRS. 22.1.2 Exceptions from full retrospective application elected by Atorka Atorka has elected to apply the following optional exemptions from full retrospective application. (a) Designation of financial assets Atorka reclassified various securities as financial assets at fair value through profit and loss.

180

Part VI(A) 22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) (continued) (b) Exemption from restatement of comparatives for IAS 32 and IAS 39. Atorka has elected to apply this exemption. It applies previous GAAP rules to derivatives, financial assets and financial liabilities and to hedging relationships for the 2004 comparative information. The adjustments required for differences between GAAP and IAS 32 and IAS 39 are determined and recognized at 1 January 2005. 22.1.3 Exceptions from full retrospective application followed by Atorka (a) Estimates exception Estimates under IFRS at 1 January 2004 should be consistent with estimates made for the same date under previous GAAP, unless there is evidence that those estimates were in error. (b) Assets held for sale and discontinued operations exception IFRS 5 is applied from 1 January 2005 and onward, i.e. assets held for sale and discontinued operations are recognized in accordance with IFRS 5 only from 1 January 2005. 22.2 Reconciliation between IFRS and GAAP The following reconciliation provides a quantification of the effect of the transition to IFRS. 22.2.1 Reconciliation of equity 1 January 2004 Equity under previous GAAP Subsidiary included in consolidation according to IAS 27 Total equity under IFRS 4,093,739 0 4,093,739 31 December 2004 9,138,238 (169,118) 8,969,121

Subsidiary which was 100 per cent. owned by Atorka, Isla ehf, is included in the consolidated financial statements. Previously, Isla ehf was accounted at cost. The effect of these changes is ISK 169 million reduction in equity 31 December 2004. Atorka gained control over Isla ehf on 1 October 2004. Isla ehf was merged into Atorka on 1 January 2005.

181

Part VI(A) 22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) (continued)

22.2.2 Reconciliation of equity 1 January 2005

Previous GAAP Assets Change in valuation (19,794) 810,228 810,228 Change in presentation IFRS Assets Non-current assets Goodwill Loans and other receivables

Goodwill

273,892

254,098 810,228 1,064,326

273,892

(19,794)

Other securities 91,770 Shares in companies 11,843,648 Longterm debt to related company 710,198 Subordinated loan to related company 100,030 Forward rate exch derivatives Current assets and prep. exp. Cash and cash equivalents 211,016 409,818 3,389,674 16,756,155 17,030,047

9,236 (170,000)

(101,006) (2,749,010) (710,198) (100,030) 29,850

8,924,638

Current assets Financial assets at fair value through profit and loss

240,866 313,785 3,448,531 12,927,819 2,850,016 16,842,162

(96,033) 58,857 (197,941) (217,735)

Derivative financial instruments Loans and other receivables Cash and cash equivalents

Total assets Equity and liabilities Equity Share capital Share premium Legal reserve Accumul. comprehensive income Retained earnings Total equity Liabilities Subordinated loan Deferred income tax liability

2,764,476 3,160,213 208,638 1,549,139 1,455,773 9,138,239 428,571 614,850 1,043,421 62,223 1,500,000 5,039,161 247,003 (32,078) (90,042) (48,478) 1,480 (169,118) (1,500,661) 1,500,661 0 6,467,733 (48,618) (48,618) 6,467,733 (62,223) (1,500,000) (4,967,733) 62,223 29,850 (6,437,883) 29,850 2,732,398 3,070,171 208,638

(3,630,395) 2,850,016 29,850

Private equity projects Total assets Equity and liabilities Equity Share capital Share premium Legal reserve Retained earnings Total equity Non-current liabilities Borrowings Tax liabilities

2,957,914 8,969,121 6,896,304 566,232 7,462,536

Unpaid dividend Domestic liabilities Domestic index linked liabilities Accrued liabilities

71,428 309,227 29,850 410,505 7,873,041 16,842,162

Current liabilities Borrowings Trade and other payables Derivative financial instruments

Total liabilities Total equity and liabilities

6,848,387 7,891,808 17,030,047

0 (217,735)

Total liabilities Total equity and liabilities

182

Part VI(A) 22. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) (continued) 22.2.3 Reconciliation of net income for the year 2004 Adoption of IFRS has a small impact on income for the year 2004. The presentation of the income statement has changed.
Previous GAAP Assets Financial income (expenses) Interest income, index and foreign exchange adjustments Dividend income Interest expenses IFRS Assets Financial income Interest income and other related financial income Dividend income Fair value changes on investments and other financial assets

Change in presentation

Change in valuation

267,144 746,141 (250,609)

1,806 (602,600) 250,609 2,822,885

268,950 143,541

Realized profit on shares

762,676 1,399,282

2,822,885 3,837,976

(1,399,282) (250,609) 602,600

Financial expenses (250,609) Interest expenses 602,600 3,587,367 147,844 63,169 Net income from privat equity project Net financial income Operating expenses Administration cost Other operating expenses

Net financial income Operating expenses Administration cost Other operating expenses Impairment of goodwill

2,161,958 147,844 63,169 140,000 351,013 1,810,945 (87,300) 1,723,645

(140,000) 211,013 (140,000) 3,236,354 (343,874) 2,892,480

(140,000) Net earnings before tax Income tax Net earnings Other comprehensive income Unrealized gain on shares Income tax (256,249) (325)

Impairment of goodwill Net profit before taxes Income tax Net profit

(1,423,603) 256,249 0 1,481

1,423,603 (256,249) 1,167,354

Comprehensive income posted to stockholders equity

2,890,999

183

Part VI(B)

PART VI(B) HISTORICAL FINANCIAL INFORMATION ON ATORKA GROUP HF

INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2006 The financial information set out below consists of extracts relating to the profit and loss account, accounting policies and relevant notes to the accounts. The financial information has been extracted without material adjustment from the unaudited consolidated interim financial statements for the nine month period ended 30 September 2006. These financial statements were the subject of an auditors review report by PricewaterhouseCoopers hf, Raykjavik Consolidated Interim Income Statement 1 January30 September 2006 258.904 116.360 1.185.434 (2.520.504) (959.805) 23.599.441 232.442 23.831.883 17.916.726 4.987.819 22.904.545 249.861 217.394 (88.416)

Notes Financial Income Interest income and other related financial income Dividend income Fair value changes on investments and other financial assets Interest expenses Net financial income Operating income Sales Other operating income Total operating income Operating expenses Cost of sales, production and processing cost Administrative and other operating expenses Total operating expenses Net profit of disposal group held for sale Profit before income tax Income tax Net profit Attributable to: Equity holders of the company Minority Interest 5

121.470 7.509 128.978 6 4

128.978

Earnings per share Basic and diluted Segment information

0,04

184

Part VI(B) Notes to the Consolidated Interim Financial Statements 1. General information

Atorka Group hf (Atorka) is a strategic investment company, listed on the Icelandic Stock Exchange. Atorka invests in equity share capital both in Iceland and abroad. Atorkas main investment approach is to build controlling stakes in the companies it invests its capital. Atorka also invests in stock on a no-controlling basis but on a much smaller scale. These Condensed Consolidated Interim Financial Statements comprise the financial statements of the Atorka Group hf and its subsidiaries (the Group) as listed in note 16. Atorka is a limited liability company incorporated and domiciled in Iceland. The address of its registered office is Hlarmri 1, Reykjavk. These Condensed Consolidated Interim Financial Statements have been approved for issue by the board of directors on 17 November 2006. 2. 2.1 Summary of significant accounting policies Basis of preparation These Condensed Consolidated Interim Financial Statements of Atorka Group are for the nine months ended 30 September 2006. They have been prepared in accordance with IAS 34, Interim Financial Reporting and are covered by IFRS 1, First-time Adoption of IFRS. The Groups consolidated annual financial statements for 2006 will be prepared in accordance with those IFRS standards and these interim financial statements cover a part of that accounting period. Condensed interim financial statements such as these interim financial statements do not include information as extensive as annual financial statements compiled in accordance with IFRS. These interim financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations or International Financial Reporting Interpretations Committee, issued and effective or issued and early adopted as at the time of preparation of these statements (November 2006). The IFRS standards and IFRIC interpretations that will be applicable at 31 December 2006, including those that will be applicable on an optional basis, are not known with certainty at the time of preparing these interim financial statements. Reconciliations and descriptions of the effect of the transition from GAAP to IFRS on the Groups equity and its net income are provided in note 17. The policies set out below have been consistently applied to the periods presented. Atorka Group hf has not presented consolidated financial statements in the past. During the year 2005 the Group went through several changes and restructuring. Comparative figures for income statement and cash flow statement for 2005 are not presented in these Condensed Consolidated Interim Financial Statements. This is done with reference to IAS 1. The reason is that no comparable figures for the first nine months 2005 exist that have been audited or reviewed and it is impracticable to do so for the comparative period. As a consequence of the considerable restructuring and acquisitions since the first nine months 2005 comparative figures furthermore could be misleading. In the consolidated annual financial statements for 2006 comparative figures will be presented for both income statement and cash flow statement. The Parent Company has in addition to these condensed consolidated interim financial statements prepared Separate Interim Financial Statements in accordance with IFRS for the parent company. In the separate financial statements all investments in subsidiaries are accounted at fair value in accordance IAS 39 Financial instruments: Recognition and Measurement instead of using the equity accounting and consolidation of the subsidiaries as described in note 2.2. The substance for such accounting in the Parent Company Separate Financial Statements is the requirement in IAS 27 Consolidated and Separate Financial Statements. Users of these condensed consolidated interim financial statements for the Group should read them together with the separate financial statements 185

Part VI(B) for Atorka as at and for the period ended 30 September 2006 in order to obtain complete information on the financial position, results of operations and changes in financial position of Atorka and the Group. The Separate Interim Financial Statements have been approved and publicy filed at the same time as these Consolidated Interim Financial Statements. The Boards and management of Atorka opinion is that the accounting treatment in the Parent Company Separate Financial Statements based on IAS 39 gives a clear view of the result and the financial postion of Atorka in accordance with the main purpose of Atorka which is private equity investments. The difference in the results for the period 1 January to 30 September 2006 between these reporting entities, i.e. the Consolidated Interim Financial Statements for the Group and the Parent Company Separate Interim Financial Statements relate to different measurements of investments in subsidiaries. In the Parent Company Separate Interim Financial Statements the fair value adjustments of the investments in subsidiaries are accounted in the income statement together with dividend income from the subsidiaries. In these consolidated interim financial statements all subsidiaries are consolidated in accordance with accounting method as described in note 2.2. The difference in the after tax net result for the period can be described as follows: The Group net profit for the period based on consolidated interim financial statements Share in (net profit) loss of controlling companies Fair value adjustments and dividend income from controlling companies net of tax Other differences The Parent Company net profit 128.978 (349.143) 5.644.626 2.640 5.427.101

These consolidated interim financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets (including derivative instruments) at fair value through profit or loss. The preparation of financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying Atorkas accounting policies. 2.2 Group accounting Subsidiaries Subsidiaries, which are those entities in which the Group has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies are consolidated. The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on which control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Groups share of the identifiable net assets acquired is recorded as goodwill. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

186

Part VI(B) 2.3 Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. Business segments are defined in note 4, but management has not defined geograpical segments in these interim financial statements. 2.4 Foreign currency translation Functional and presentation currency Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity (the functional currency). The consolidated financial statements are presented in icelandic Krna (ISK), which is Atorkas functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rate of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) (ii) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised as a separate component of equity (cumulative translation adjustment).

(iii)

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 2.5 Non-current assets and disposal groups classified as held for sale Disposal group represent a subsidiary which is held for sale. Liabilities connected with the disposal group are recognised as a special liability on the balance sheet. The presentation and measurement of these assets and liabilities are based on IFRS 5, Non-Current Assets Held for Sale and Discontinued Operation. Items included unde non-current assets held for sale are recognised at the lower of carrying amount or fair value less cost to sell, taken into account the measurement requirement exception in IFRS 5.

187

Part VI(B) 2.6 Property, plant and equipment Land and buildings comprise mainly factories and offices. All property, plant and equipment (PPE) is shown at cost less subsequent depreciation and impairment, except for land, which is shown at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation on assets is calculated using the straight-line method to allocate the cost of each asset to its residual value over its estimated useful life, as follows: Land and buildings Production equipment Other equipment 20-50 years 5-15 years 3-8 years

Major renovations are depreciated over the remaining useful life of the related asset or to the date of the next major renovation, whichever is sooner. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount (see note 2.8). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. Borrowing costs are expensed as incurred. 2.7 Intangible assets Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Groups share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Groups investment in each country of operation by each primary reporting segment (note 2.3). Research and development Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will be a success, considering its commercial and technological feasibility, and costs can be measured reliably. Other development expenditures are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Development costs that have a finite useful life and that have been capitalised are amortised from the commencement of the commercial production of the product on a straight-line basis over the period of its expected benefit, not exceeding five years. Computer software Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years).

188

Part VI(B) Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include the software development employee costs and an appropriate portion of relevant overheads. Other intangible assets Expenditure to acquire patents, trademarks and licenses is capitalised and amortised using the straight-line method over their useful lives, but not exceeding 3 years. Intangible assets are not revalued. 2.8 Impairment of assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). 2.9 Investments The Group classifies its investments in the following categories: loans and receivables and financial assets at fair value through profit or loss. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date. Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorized as held for trading. Assets in this category are classified as current assets if they are either held for trading or are expected to be realized within 12 months of the balance sheet date. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and with no intention of trading. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as noncurrent assets. Loans and receivables are included in receivables and prepayments in the balance sheet (see note 10). Purchases and sales of investments are recognized on trade-date the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Realized and unrealized gains and losses, arising from changes in the fair value of the financial assets at fair value through profit or loss category, are included in the income statement in the period in which they arise. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arms length transactions, reference to other instruments

189

Part VI(B) that are substantially the same and discounted cash flow analysis refined to reflect the issuers specific circumstances. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. 2.10 Inventories Inventories are stated at the lower of cost or net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in process comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Costs of inventories include the transfer from equity of gains/losses on qualifying cash flow hedges relating to inventory purchases. Provision is raised against slow moving items. 2.11 Construction contracts in progress Contractual construction in progress are stated at its foreseeable sales price related to its percentage of completeness. Construction in progress are generally drilling and construction works. If a loss on work in progress is foreseeable it is immediately charged to income. 2.12 Land and building construction Land and building construction costs are recognised when incurred. Land, land and building constructions are capitalized at cost. When operational effect of sales of land and building constructions can be estimated specifically, cost and revenue are stated using the percentage of completion method. Percentage of completion is measured by taking the percentage of accrued cost in relation to estimated total cost of each contracted work in progress. The Group presents as an asset the gross amount due from customers for contract work for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. The Group presents as a liability the gross amount due to customers for contract work for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses). 2.13 Trade and other receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement. 2.14 Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. 2.15 Share capital Ordinary shares are classified as equity.

190

Part VI(B) Where Atorka or its subsidiaries purchases Atorkas equity share capital, the consideration paid including any attributable incremental external costs net of income taxes is deducted from total shareholders equity as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in shareholders equity. 2.16 Borrowings Borrowings are recognised initially at fair value. All borrowing costs are expensed when incurred. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. 2.17 Deferred income tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. 2.18 Employee benefits Profit sharing and bonus plans Under some circumstances, a liability for key employee benefits in the form of profit sharing and bonus plans is recognised in other provisions when there is no realistic alternative but to settle the liability and at least the following condition is met: there is a formal plan and the amounts to be paid are determined before the time of issuing the financial statements.

Liabilities for profit sharing and bonus plans are expected to be settled within 12 months and are measured at the amounts expected to be paid when they are settled. 2.19 Revenue recognition Revenue comprises the invoiced value for the sale of goods and services net of value-added tax, commissions and discounts, and after eliminating sales within the Group. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer. Revenue from sales of goods is based on the stage of completion determined by reference to work performed to date as a percentage of total work to be performed. Interest income is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised either as cash is collected or on a costrecovery basis as conditions warrant. Dividends are recognised when the right to receive payment is established. 191

Part VI(B) 2.20 Leases Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. 2.21 Dividend distribution Dividend distribution to Atorkas shareholders is recognised as a liability in the Groups financial statements in the period in which the dividends are approved by Atorkas shareholders. 2.22 Share based compensation Atorka has entered in to share-based contracts with its employees which enable employees, to buy shares in Atorka at market price. Under these contracts the employee has the right to receive, and Atorka the obligation to pay a cash payment representing the shortfall between the market share price and the strike price according to the contract. These contracts are cash settled share based contract under IFRS 2. On each reporting date an obligation will be treated as a liability, if the fair value of the strike price under the contract exceeds the market price, and treated as an employee cost in the income statement. 3. Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. (a) Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 2.7. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates. (b) Income taxes The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

192

Part VI(B) (c) Fair value of investments: The Group reviews the fair value of all investments, including controlling investments, on every reporting date. The fair value of financial instruments that are not quoted in active markets are determined by using valuation techniques. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of the area that created them. All models are certified before they are used, and models are calibrated to ensure that outputs reflect actual data and comparative market prices. To the extent practical, models use only observable data, however areas such as market risk, volatilities and correlations require management to make estimates. Changes in assumptions about these factors could affect reported fair value of financial instruments. 4. Segment information

Business segments At 30 September 2006, the Group is organised on a worldwide basis into five main business segments (industries): (1) Financial and investments, (2) Energy and construction industry, (3) Plastic industry (4) Restructuring companies in Plastic industry and (5) Healthcare sector. The financial and investment segment includes the parent company Atorka Group hf and Lf hf. The energy and construction segment includes Jarboranir hf and its subsidiaries. The plastic industry segment includes Promens hf and its subsidiaries. The restructuring segment includes Eignarhaldsflagi Bolar hf, Atorka rgjf ehf and their subsidiaries. The healthcare segment includes Eignarhaldsflagi Beta ehf and their subsidiaries. The segment results for the nine months ended 30 September 2006 are as follows:
Financial Energy and & investm. construction Total operating income Operating expenses Operating profit Net financial income Net profit of disp. group Profit (loss) before tax Income tax expense Profit for the period Plastic segment Plastic Restructuring industry companies Healthcare sector

Group

0 4.535.016 8.736.735 2.760.201 7.799.931 23.831.883 732.770 3.599.408 8.173.273 2.861.822 7.537.272 22.904.545 (732.770) 935.608 563.462 (101.621) 262.659 927.338 112.901 (253.716) (323.940) (77.887) (417.163) (959.805) 249.861 (619.868) 681.892 239.522 (179.509) (154.504) 217.394 (88.416) 128.978

Additional information regarding segments other than financial and investment. Energy and construction Operating profit 935.608 Depreciation/amortisation 219.951 EBITDA 1.155.559 Restructuring expenses 0 Adjusted EBITDA 1.155.559 Plastic segment Plastic Restructuring industry companies 563.462 (101.621) 318.723 141.634 882.185 40.013 0 52.959 882.185 92.972 Healtcare sector 262.659 36.886 299.545 110.281 409.826

Total 1.660.107 717.194 2.377.302 163.240 2.540.542

193

Part VI(B) The segment assets and liabilities at 30 September 2006 and capital expenditure for the period then ended are as follows:
Financial Energy and & investm. construction Assets Liabilites Thereof interest bearing Thereof net interest bearing Capital expenditure 12.699.856 15.681.561 14.829.587 14.404.051 12.845 8.922.812 6.342.223 4.282.442 3.276.562 1.410.223 Plastic segment Plastic Restructuring industry companies 13.248.649 8.680.096 6.435.845 5.594.559 354.737 4.002.815 2.840.900 1.248.536 970.338 97.759 Healthcare Elimination/ sector unallocated 7.269.322 5.777.703 3.732.633 3.107.157 69.195 1.869.634 (3.237.190) (2.827.741) (2.827.741) 0

In April 2006 Promens hf, Atorkas subsidiary, acquired Elkhart Plastics Inc which runs four factories in the USA. Elkhart Plastics Inc. is included in the Plastic industry segment from end of April 2006. 5. Income tax expense YTD 2006 Current tax Deferred tax 157.116 (68.701) 88.416

6. Earnings per share Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of outstanding shares in issue during the period, excluding ordinary shares purchased by Atorka and held as treasury shares. YTD 2006 Net profit attributable to shareholders Weighted average number of outstanding shares in issue Basic and diluted earnings per share 7. Business combination 121.470 2.918.584 0,04

In January 2006 the Group acquired 100 per cent. of the share capital of Jarboranir. The acquired business contributed revenues of ISK 4.542.822 thousand and net profit of ISK 542.123 thousand to the Group for the period from January 2006 to September 2006.

194

Part VI(B) 8. Subsidiaries

At the period-end Atorka owned the following subsidiaries that are all included in the consolidation. Name of subsidiary Atorka rgjf ehf Bonar Plastics France SAS Bonar Plastics France Nord Bonar Plastics France Est. Bonar Plastics France Quest Eignarhaldsflagi Beta ehf A. Karlsson Besta ehf UAB Ilsanta Icepharma hr Parlogis hf Jarboranir hf Bjrgun ehf Bjrgun og Bygg sf Byggingarflagi Hs ehf Iceland drilling UK ltd. Sr ehf. Lf hf Promens hf Promens International Bonar Plastics USA Holdings Inc. Bonar Plastics Inc. Bonar Plastics Industries Inc. Bonar Plastics Floors Inc. Bonar Plastics Products Inc. Bonar Plastics Packaging Inc. Bonar Plastics Systems Inc. Bonar Beheer BV Plasti-Ned Bonar Plastics Corp. Splast Canada Promens Germany Gmbh Bonar Plastics Gmbh Bonar Plastics Unterstutzung Bonar Plastics As Bonar Plastics Polska Bonar Plastics Houdsterm. Bonar Plastics Spain SA Splast Asia Splast Dalvk hf Splast India Splast UK Tempra hf Tempra Fjararbygg ehf Tknimenn hf Splast Iberia Eignarhaldsflagi Bolar hf Splast Alesund Splast Norway Location Iceland France France France France Iceland Iceland Iceland Latvia Iceland Iceland Iceland Iceland Iceland Iceland UK Iceland Iceland Iceland Holland USA USA USA USA USA USA USA Holland Holland Canada Canada Germany Germany Germany Denmark Polland Holland Spain Hong Kong Iceland India UK Iceland Iceland Iceland Spain Iceland Norway Norway Ownership 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 94% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 79% 100% 100% 100% 100% 100% 100% 100% 100% Principal activity Holding company Holding company Operating company Operating company Operating company Holding company Operating company Operating company Operating company Operating company Operating company Operating company Operating company Operating company Operating company Operating company Operating company Holding company Holding company Holding company Holding company Operating company No activity No activity No activity No activity No activity Operating company Operating company Operating company Operating company Holding company Operating company Holding company Operating company Operating company No activity Operating company Operating company Operating company Operating company Operating company Operating company Operating company Holding company Operating company Holding company Operating company Operating company

195

Part VI(B) 9. 9.1 Transition to IFRS Basis of transition to IFRS 9.1.1 Application of IFRS 1 The Groups financial statements for the year ended 31 December 2006 will be the first annual financial statements that comply with IFRS. These interim financial statements have been prepared as described in note 2.1. The Group has applied IFRS 1 in preparing these consolidated interim financial statements. The Groups transition date is 1 January 2005. The Group prepared its opening IFRS balance sheet at that date. The reporting date of these interim consolidated financial statements is 30 September 2006. The Groups IFRS adoption date is 1 January 2006. In preparing these interim consolidated financial statements in accordance with IFRS 1, the Group has applied the mandatory exceptions and certain of the optional exemptions from full retrospective application of IFRS. 9.1.2 Exemptions from full retrospective application elected by the Group The Group has elected to apply the following optional exemptions from full retrospective application. (a) Business combinations exemption The Group has applied the business combinations exemption in IFRS 1. It has not restated business combinations that took place prior to the 1 January 2005 transition date. (b) Fair value as deemed cost exemption The Group has elected to measure certain items of property, plant and equipment at fair value as at 1 January 2005.

9.1.3 Exceptions from full retrospective application followed by the Group The Group has applied the following mandatory exceptions from retrospective application. (a) Derecognition of financial assets and liabilities exception Financial assets and liabilities derecognised before 1 January 2005 are not re-recognised under IFRS. The application of the exemption from restating comparatives for IAS 32 and IAS 39 means that the Group recognised from 1 January 2006 any financial assets and financial liabilities derecognised since 1 January 2005 that do not meet the IAS 39 derecognition criteria. Management did not chose to apply the IAS 39 derecognition criteria to an earlier date. Estimates exception Estimates under IFRS at 1 January 2005 should be consistent with estimates made for the same date under previous GAAP, unless there is evidence that those estimates were in error. Explanation of the effect of the transition to IFRS Due to transition to IFRS the following areas in the financial statements will particularly affect the income statement and balance sheet of the Group: Development expenses In accordance with IAS 38, companies in the Group that conduct research and development are required to capitalise those expenses that can be attributed to products that fulfil specific requirements and are likely to return future income. The Group has charged almost all research and development expenses.

196

Part VI(B) Goodwill With the implementation of IFRS, goodwill will no longer be amortised systematically. Instead, an impairment test will be used for evaluation, and goodwill amortised if determined necessary. Previously recognized badwill that was deducted from goodwill in the year end 2005 was recognized as an increase in equity in the year 2005 in accordance with IFRS 3. Depreciation of fixed assets Methods for depreciating properties, plants and equipment have changed in that they are depreciated during their estimated lifetime/service life down to their residual value. The depreciation base will therefore be the difference between the purchase price and the estimated residual value, instead of purchase price in most cases.

197

Part VII

PART VII ADDITIONAL INFORMATION

1. 1.1 INCORPORATION AND STATUS OF THE COMPANY The Company was incorporated in England and Wales as a public company with limited liability under the Act on 8 December 2004 under the name of Caledonian Assets plc and with registered number 5308244. On 13 December 2004, the Company changed its name to InterBulk Investments plc. On 20 December 2004, the Company obtained a certificate pursuant to section 117 of the Act entitling it to trade and to do business. The liability of the members of the Company is limited. The Companys telephone number is 01355 575000. SHARE CAPITAL OF THE COMPANY The Company was incorporated with an authorised share capital of 5,000,000 divided into 500,000,000 Ordinary Shares of 1 pence each, of which two were issued to the subscribers. The authorised and issued share capital of the Company as at the date of this Document is as follows: Authorised Share Capital No. of Amount () Ordinary Shares 20,000,000 2.3 200,000,000 Issued and Fully Paid Share Capital No. of Amount () Ordinary Shares 9,789,204.10 97,892,041

1.2 1.3 2. 2.1 2.2

Following implementation of the Proposals and Admission, the authorised and issued share capital of the Company is expected to be as follows (assuming the Placing is fully subscribed, that the Consideration Shares are issued in full and that none of the Existing Warrants, Proposed Warrants or Options is exercised and none of the Earn Out Shares are issued): Authorised Share Capital No. of Amount () Ordinary Shares 40,000,000 400,000,000 Issued and Fully Paid Share Capital No. of Amount () Ordinary Shares 30,289,204.10 302,892,041

Following implementation of the Proposals and Admission (on the assumption that the Placing is fully subscribed, that the Consideration Shares are issued in full, that the maximum number of Earn Out Shares have been issued and that all of the Options, Existing Warrants and Proposed Warrants have been exercised), the authorised and issued share capital of the Company is expected to be as follows: Authorised Share Capital No. of Amount () Ordinary Shares 40,000,000 2.4 400,000,000 Issued and Fully Paid Share Capital No. of Amount () Ordinary Shares 33,637,457.60 336,374,576

Since incorporation, the following changes have been made to the issued and fully paid share capital of the Company: 2.4.1 from 17 December to 20 December 2004, a total of 29,999,998 Ordinary Shares of 1p (Former Ordinary Shares) were issued; 24,999,998 to Griffin Securities (UK) Limited (now renamed Griffin Corporate Finance Limited) and 5,000,000 to Pershing Keen Nominees Limited, all at a price of 1 pence per share; 2.4.2 on 31 December 2004, 26,666,666 Former Ordinary Shares were issued to Pershing Keen Nominees Limited at a price of 3 pence per share;

198

Part VII 2.4.3 on 16 March 2005, 463,888 Former Ordinary Shares were issued to a number of investors at a price of 4.5 pence per share; 2.4.4 on 16 March 2005, 680,000 Former Ordinary Shares were issued to a number of investors at a price of 5 pence per share; 2.4.5 on 16 March 2005, 1,000,000 Former Ordinary Shares were issued to Pershing Keen Nominees Limited at a price of 3 pence per share pursuant to the exercise of certain Existing Warrants; 2.4.6 on 19 May 2005, 18,750,000 Former Ordinary Shares were issued to Pershing Keen Nominees Limited at a price of 4 pence per share; 2.4.7 on 30 June 2005, 5,000,000 Former Ordinary Shares were issued to Pershing Keen Nominees Limited at a price of 4 pence per share; 2.4.8 on 19 August 2005, 1,659,938 Former Ordinary Shares were issued to Pacific Continental Securities (UK) Nominees Limited at a price of 2.9 pence per share; 2.4.9 on 2 September 2005, 7,200,000 Former Ordinary Shares were issued; 3,700,000 to Pacific Continental Securities (UK) Nominees Limited and 3,500,000 to Pershing Keen Nominees Limited, all at a price of 3 pence per share; 2.4.10 on 2 February 2006, 8 Former Ordinary Shares were issued to William J Thomson at a price of 2 pence per share; 2.4.11 on 24 February 2006, the Former Ordinary Shares of 1p each in the capital of the Company (issued and unissued) were consolidated into Ordinary Shares of 10p in the ratio of 10 shares of 1p for every 1 share of 10p; 2.4.12 on 28 February 2006, 72,500,000 Ordinary Shares were issued to Panmure Gordon (UK) Limited (on behalf of placees) at a price of 20 pence per share; and 2.4.13 on 28 February 2006, 16,249,991 Ordinary Shares were issued to the former shareholders of InBulk as (part) consideration for the acquisition by the Company of InBulk. 2.5 2.6 Save as disclosed in paragraph 2.4, above, there has been no change in the amount of the issued share or loan capital of the Company since the incorporation of the Company. If passed, the Acquisition Resolution will provide as follows, in relation to share capital: 2.6.1 the authorised share capital of the Company will be increased from 20,000,000 to 40,000,000 by the creation of an additional 200,000,000 new Ordinary Shares; 2.6.2 the Directors will be generally and unconditionally authorised pursuant to section 80 of the Act (and in substitution for any existing power to allot relevant securities) to exercise all the powers of the Company to allot relevant securities (as defined in subsection 80(2) of the Act) up to a maximum nominal amount of 33,944,654 during the period commencing on the date of the passing of the Acquisition Resolution and expiring five years from the date of the passing of the Acquisition Resolution, but so that the authority will allow the Company to make, before the expiry of the authority, offers or agreements which would or might require relevant securities to be allotted after such expiry, and notwithstanding such expiry the Directors may allot relevant securities in pursuance of such offers or agreements; and 2.6.3 the Directors will be empowered pursuant to section 95 of the Act to allot equity securities (as defined in section 94 of the Act) pursuant to the authority given in accordance with section 80 of the Act by the resolution, as if subsection 89(1) of the Act did not apply to any such allotment, provided that this power will be limited to the allotment or transfer of equity securities:

199

Part VII (a) (b) in connection with a rights issue to shareholders in proportion (as nearly as may be) to their respective holdings or in accordance with the rights attached thereto; pursuant to the terms of any share option scheme adopted by the Company and any shares acquired or held by the Company in treasury may be transferred in satisfaction of the exercise of options under any such share option scheme; pursuant to the Existing Warrants and the Proposed Warrants; in connection with the Placing; (otherwise than pursuant to sub-paragraphs (a), (b), (c) and (d), above) up to an aggregate nominal amount of 1,514,460,

(c) (d) (e)

and will expire at the conclusion of the Annual General Meeting of the Company in 2008 or, if earlier, on the date falling 15 months after the date of the passing of the Acquisition Resolution, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry the Directors may allot equity securities in pursuance of such offers or agreements and all authorities previously conferred under section 95 of the Act will be revoked, provided that such revocation will not have retrospective effect. 2.7 The proposed issue of Placing Shares pursuant to the Placing and Consideration Shares pursuant to the Acquisition and grant of the Proposed Warrants pursuant to the Acquisition will, subject to the passing of the Acquisition Resolution, be carried out by virtue of the authorities contained therein. The provisions of section 89 of the Act (which confer on shareholders rights of pre-emption in respect of the allotment of equity securities which are paid up in cash) apply to the authorised but unissued share capital of the Company, except to the extent disapplied by the Acquisition Resolution referred to in paragraph 2.6 above. The Placing Shares and Consideration Shares in issue following Admission will rank pari passu in all respects with all other Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid on the Enlarged Share Capital after Admission. The Earn Out Shares if and when issued will rank pari passu in all respects with all other Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after issue of the Earn Out Shares. The Ordinary Shares to be issued on exercise of the Existing Warrants and the Proposed Warrants will rank, if and when issued, pari passu in all respects with all other Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after the issue of such shares.

2.8

2.9

2.10 The Company does not have in issue any securities not representing share capital. 2.11 The Articles permit the Company to issue shares in uncertificated form. Application has been made for the Enlarged Share Capital to be admitted to CREST on Admission. 2.12 The Company has issued the Options, details of which are as follows: 2.12.1 As at the date of this Document the following options were outstanding under the Unapproved Option Scheme to certain directors of the Company. The options may not be exercised for three years from the date of their grant and are subject to certain performance targets. Number of Ordinary Shares under Option 978,920 978,920 587,352 587,352 Exercise Price 20p 20p 20p 20p

Name

Grant Date 12 October 2006 12 October 2006 12 October 2006 12 October 2006

Lapse 12 October 2016 12 October 2016 12 October 2016 12 October 2016

Koert van Wissen Roel Molenaar Bill Thomson Scott Cunningham

200

Part VII 2.12.2 Further information regarding the Unapproved Option Scheme is set out in paragraph 8 of this Part VII. 2.13 The Company has issued certain Existing Warrants, details of which are as follows: 2.13.1 The following Existing Warrants in relation to the capital of the Company are outstanding at the date of this Document: Number of Ordinary Shares under Warrant 137,500 550,000 100,000 137,500 175,000 Exercise Price 30p 30p 30p 30p 30p

Name

Exercisable From Final Exercise Date 30 December 2004 30 December 2004 30 December 2004 7 January 2005 7 January 2005 30 December 2007 30 December 2007 30 December 2007 30 December 2007 30 December 2007

Griffin Corporate Finance Limited Halewood International Futures Limited Seymour Pierce Ellis Vincent Nicholls Global Investments Limited

2.13.2 Further information regarding the warrant instrument pursuant to which the Existing Warrants were created is set out in paragraph 7.1 of this Part VII of this Document. 2.14 Pursuant to the agreement relating to the acquisition by InterBulk of InBulk (as described in paragraph 12.3.3 of this Part VII) part of the consideration for the acquisition of InBulk involved, subject to the satisfaction of certain conditions, the issue of the Earn Out Shares, being a maximum of 19,249,991 Ordinary Shares in the capital of InterBulk. Details of that arrangement are set out in paragraph 12.3.3 of this Part VII. 2.15 Save as disclosed in this Document, no share or loan capital of the Company is proposed to be issued or under option, or is agreed conditionally or unconditionally to be put under option, nor are there any outstanding convertible securities, exchangeable securities or securities with warrants issued by the Company. Summaries of the terms of the Existing Warrants, the Proposed Warrants and the Unapproved Option Scheme are set out in paragraphs 7 and 8 respectively of this Part VII of this Document. 3. 3.1 DIRECTORS AND OTHER INTERESTS Share capital 3.1.1 The interests of the Directors and any member of their respective families and of persons connected with them (within the meaning of section 346 of the Act) in the issued share capital of the Company as at the date of this Document which have been notified to the Company pursuant to sections 324 or 328 of the Act and are required to be entered in the Companys statutory register maintained pursuant to section 325 of the Act (or could, with reasonable diligence, be ascertained by the Directors) currently and as they are expected to be immediately following the implementation of the Proposals and Admission, are as follows: Following implementation of the Proposals Percentage Percentage Number of of Enlarged of Further New Ordinary Share Enlarged Shares Capital Share Capital 965,410 2,774,935 121,511 1,217,500 1,217,500 1.29 3.60 0.04 0.40 0.40 1.16 3.24 0.04 0.36 0.36

Name Bill Thomson Jim McColl Scott Cunningham Koert van Wissen Roel Molenaar

Number of Existing Ordinary Shares 2,939,988 8,136,726 121,511 1,217,500 1,217,500

Percentage of Existing Share Capital 3.00 8.31 0.12 1.24 1.24

201

Part VII Bill Thomson and Jim McColl have financing arrangements with the Bank of Scotland in respect of their proposed subscriptions. It is intended that the Ordinary Shares which are issued to the individuals in connection with the Placing be used as security for these financing arrangements. 3.1.2 Save as disclosed in paragraphs 3.1.1 and 2.13, above, and paragraphs 3.1.3 and 3.7 below, immediately following implementation of the Proposals and Admission, no Director nor any member of their respective families, nor any person connected with them within the meaning of section 346 of the Act, is expected to have any interest in any share capital of the Company. 3.1.3 Koert van Wissen, Roel Molenaar, Bill Thomson and Scott Cunningham have been granted the options described in paragraph 2.12 of this Part VII. Jim McColl, Bill Thomson and Scott Cunningham, as certain of the former shareholders of InBulk, may, subject to satisfaction of certain conditions, be entitled to be issued with certain of the Earn Out Shares, the exact amount depending upon the performance of the business of InterBulk all as described in paragraph 12.3.3 of this Part VII. 3.1.4 Save for the Acquisition and as otherwise disclosed in paragraph 9 of Part I of this Document and paragraph 3.10 of this Part VII of this Document, none of the Directors has or has had any interest, whether direct or indirect, in any transaction effected by the Company since its incorporation which is or was unusual in its nature or conditions or which is or was significant to the business of the Company taken as a whole and which was effected by the Company and remains in any respect outstanding or unperformed. 3.2 Directors and Other Interests The Directors currently hold (in addition to their directorships of the Company) the following directorships or are partners in the following partnerships and have held the following directorships and have been partners in the following partnerships within the five years prior to the date of this Document: Existing Directors Name of Director Current Directorships and Partnerships Past Directorships and Partnerships William John Thomson (in this Part VII Bill Thomson) BPE-Clyde Pte Ltd CleanCat Technologies Limited Clyde Bergemann Energy & Environmental Technology (Beijing) Co. Ltd Clyde Bergemann Huatong Materials Handling Company Limited Clyde Blowers Limited Clyde Materials Handling (China) Limited Clyde Materials Handling Technology (Beijing) Co Ltd Clyde Process Solutions plc CMH Support Services Limited InBulk Technologies Limited Redwood Capital Partners 1 LLP Shanghai Clyde Bergemann Machinery Company Limited Macrocom (370) Limited United Transport Tankcontainers Holdings BV Pony Bidco Limited CleanCut Technologies Limited Drill Cuttings Limited Clyde Bergemann (Malaysia) Sdn Bhd Clyde Bergemann Forest SA Clyde Bergemann US Holdings, Inc. Clyde Materials Handling Limited Macawber Beekay Private Limited

202

Part VII Existing Directors Name of Director Current Directorships and Partnerships Past Directorships and Partnerships Roelof Molenaar CleanCat Technologies Limited United Transport Tankcontainers (in this Part VII Roel Molenaar) Holdings BV United Transport Tankcontainers BV United Transport Tankcontainers Holdings Limited United Transport Tankcontainers Limited IBT Limited United Transport Tankcontainers Holdings AB United Transport Tankcontainers AB United Transport Tankcontainers, Inc. UTT Pte United Transport Tankcontainers SAS United Transport Tankcontainers GmbH Jacobus Cornelis Josef van Wissen (in this Part VII Koert van Wissen) IFF Ltd IFF BV Bailee Freight Services Limited United Transport Europe Limited

CleanCat Technologies Limited United Transport Europe Limited United Transport Tankcontainers Bailee Freight Services Limited Holdings BV International Tank Container United Transport Tankcontainers BV Organisation United Transport Tankcontainers Holdings Limited United Transport Tankcontainers Limited IBT Ltd United Transport Tankcontainers Holdings AB United Transport Tankcontainers, Inc.CleanCat Technologies Limited Redwood Capital Partners 1 LLP United Transport Tankcontainers Holdings BV Drill Cuttings Limited

Scott Thomas Cunningham (in this Part VII Scott Cunningham)

203

Part VII Existing Directors Name of Director Current Directorships and Partnerships Past Directorships and Partnerships James Allan McColl (in this Part VII Jim McColl) BPE-Clyde Pte Ltd CleanCat Technologies Limited Clyde Bergemann (Malaysia) Sdn Bhd Clyde Bergemann Forest SA Clyde Bergemann Asia Limited Clyde Bergemann China Holdings Limited Clyde Bergemann International Holdings Limited Clyde Bergemann Investments Limited Clyde Bergemann Limited Clyde Bergemann Materials Handling Limited Clyde Bergemann Pension (Trustees) Limited Clyde Bergemann Power Group Clyde Bergemann Power Group International Limited Clyde Bergemann Power Group US Limited Clyde Bergemann US Holdings, Inc. Clyde Bergemann US, Inc. Clyde Blowers Limited Clyde Blowers Pension (Trustees) Limited Clyde Materials Handling (China) Limited Clyde Materials Handling, Inc. Clyde Materials Handling Singapore Pte Ltd Clyde Process Solutions plc CMH Holdings Limited CMH Support Services Limited Forest Espanola SA InBulk Technologies Limited Redwood Capital Partners 1 LLP Bystone Capital Limited Caledonian Holdings Limited Clyde Bergemann US Holdings Limited Macrocom (370) Limited Redwood Group Share Plan (Trustees) Limited Scottish Enterprise Glasgow The Entrepreneurial Exchange Limited Pony Bidco Limited Caledonian Energy International Limited CleanCut Technologies Limited Drill Cuttings Limited EBT 999 Limited Expert Medical Opinions Limited First Call (Scotland) Limited International Telemedicine Limited JDR Cable Systems (Holdings) Limited Scottish Medicine Limited TheFirstCall Limited Scottish North American Business Council Impact Holdings (UK) plc Clyde Materials Handling Limited

204

Part VII Existing Directors Name of Director Current Directorships and Partnerships Past Directorships and Partnerships Graeme Bissett Realizzare Limited Black Circles Holdings Limited MacFarlane Group Plc Edinburgh Business School Vermilion Holdings Limited Fieldnorth Partners LLP Incline Global Technology Services Limited (in Administration) The Belhaven Group Limited Kew Design Limited 123 St Vincent (2) Limited 123 St Vincent Limited Damovo Corporate Services Limited Damovo UK Finance II Limited Damovo UK Limited None

Eric Van der Werff None 3.3

Jim McColl was invited by 3i in May 1988 to assume the chairmanship of Ideal Timber Products Limited and subsequently, upon refinancing of that company, Ideal Furniture Products Limited. The business and assets of Ideal Furniture Products Limited were acquired by Ideal Furniture Enterprises Limited, of which Jim McColl was a consultant and non-executive chairman. Ideal Furniture Enterprises Limited went into administrative receivership on 10 July 1992. Graeme Bissett was a director of Incline Global Technology Services Limited from 29 November 2004 until his resignation in 12 September 2005. Incline Global Technology Services Limited went into administration on 7 September 2005. Save as disclosed in paragraph 3.3 above, none of the Directors has: 3.4.1 any unspent convictions in relation to indictable offences; 3.4.2 had any bankruptcy order made against him or entered into any voluntary arrangements; 3.4.3 been a director of a company which has been placed in receivership, compulsory liquidation, creditors voluntary liquidation, administration, been subject to a voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors whilst he was a director of that company or within the 12 months after he ceased to be a director of that company; 3.4.4 been a partner in any partnership which has been placed in compulsory liquidation, administration or been the subject of a partnership voluntary arrangement whilst he was a partner in that partnership or within the 12 months after he ceased to be a partner in that partnership nor during that time have the assets of any such partnership been the subject of a receivership; 3.4.5 been the owner of any asset which has been the subject of a receivership whilst he was the owner of it; 3.4.6 been publicly criticised by any statutory or regulatory authority (including recognised professional bodies); or 3.4.7 been disqualified by a court from acting as a director of any company or from acting in the management or conduct of the affairs of a company.

3.4

205

Part VII 3.5 Directors Service Agreements The following are details of current service agreements and letters of appointment in relation to the Directors: Name of Executive Director Bill Thomson Koert van Wissen Commencement Date Notice Period 28 February 2006 28 February 2006 Three months Six months for the Company and three months for the employee Six months for the Company and three months for the employee Three months Three months One month One month Salary/Fees 118,200(1) A216,000(2)

Roel Molenaar

28 February 2006

A216,000(2)

Scott Cunningham Jim McColl Graeme Bissett Eric Van Der Werff
(1)

28 February 2006 28 February 2006 1 August 2006 1 August 2006

52,583(1) 23,504(1) 20,000 15,000

The services of Bill Thomson, Scott Cunningham and Jim McColl are provided to InterBulk by Clyde Blowers pursuant to the services agreement between the Company and Clyde Blowers, details of which are set out in paragraph 12.5.1 of this Part VII of this Document. Under that services agreement, the fees payable in respect of the services of the foregoing executives are payable to Clyde Blowers and not to the individuals concerned. The employing company for each of Roel Molenaar and Koert van Wissen is UTT. Their service agreements refer to the duties and responsibilities that these individuals have by virtue of becoming directors of the Company. Roel Molenaar and Koert van Wissens service agreements each contain a provision entitling the executive to a compensation payment on termination of their contract (other than in the circumstances set out below) equal to one years salary, payable in monthly instalments over a period of one year following termination. The compensation payment is intended to compensate the executive for the effect of the restrictive covenants contained in his service agreement and is payable provided the executive continues to comply with the restrictive covenants. UTT can elect to release the executive from the relevant restrictive covenants on two months written notice, in which case no further compensation payments are due following the expiry of the two month period. The compensation payment is not payable to the executive if the executives service agreement is terminated as a result of an urgent cause or a material breach by the executive. At an exchange rate of A1.48:1, A216,000 equates to 145,533 and this is the sterling figure included in the calculations in paragraph 3.8 below.

(2)

3.6

Save as disclosed in paragraph 3.5 of this Part VII of this Document, no Director has a service agreement with the Company that has been entered into or varied within six months prior to the date of this Document or which is a contract expiring or determinable by the Company without payment of compensation (other than statutory compensation) after more than one year. Save for any payments to the Directors on termination in lieu of notice and otherwise than set out in paragraph 3.5 of this Part VII of this Document, above, no benefits on termination are payable by the Company. The aggregate remuneration and benefits in kind paid by the Company to the Directors in the period of 12 months prior to 15 March 2007 (being the latest practicable date prior to the publication of this document) (which remuneration and benefits in kind in the case of Bill Thomson, Scott Cunningham and Jim McColl form part of the fees payable to Clyde Blowers) is 505,769. Also paid in that period was a deal fee of 275,000 paid to Clyde Blowers on admission of shares issued in consideration of the InBulk and UTT acquisitions, referred to in paragraph 12.3 of this Part VII of this Document. In the same period 578,059 in aggregate was paid by the Company and InBulk in respect of the provision of certain facilities pursuant to the services agreements referred to in paragraph 3.10.2 below (which sum includes the element of the fees representing remuneration and benefits of Bill Thomson, Scott Cunningham and Jim McColl referred to in paragraph 3.5 above). Following completion of the Acquisition there will be paid an additional services payment to Clyde Blowers of 364,000 (plus VAT) in respect of the Acquisition, details of which are set out in paragraph 12.1.7 of this Part VII. It is estimated that under the arrangements currently in force, details of which are set out 206

3.7

3.8

Part VII in paragraph 3.5 the aggregate remuneration and benefits in kind to be paid to the Directors for the financial period ending 30 September 2007 will be approximately 520,353 (plus the additional services payment payable to Clyde Blowers on Admission referred to in paragraph 12.1.7 of this Part VII). Also to be paid by the Company and InBulk in respect of the financial period ending 30 September 2007 is 446,700 (plus VAT and expenses) in respect of the provision of certain facilities pursuant to the services agreements referred to in paragraph 3.10.2 below. The aggregate remuneration and benefits in kind paid to the Directors (details of which are set out in paragraph 3.5 above) for the financial period ending 30 September 2006 was 319,000 (including amounts paid to Clyde Blowers in respect of Bill Thomson, Scott Cunningham and Jim McColl). 3.9 Loans There are no outstanding loans made by the Company, nor has any guarantee been provided by the Company to, or for the benefit of, any Director. 3.10 Related party and interested party transactions 3.10.1 Bill Thomson and Jim McColl are directors and shareholders of Clyde Blowers. An additional services payment of 364,000 (plus VAT) is payable to Clyde Blowers following Admission. Details of the engagement letter pursuant to which this additional services payment will become payable are set out in paragraph 12.1.7 of this Part VII of this Document. 3.10.2 The Company is a party to the services agreements with Clyde Blowers, details of which are set out in paragraphs 12.5.1 and 12.5.3 of this Part VII of this Document whereby certain services are provided to the Company (and its subsidiaries). InBulk is a party to a services agreement with each of Clyde Blowers and CMH, details of which are set out in paragraphs 12.5.2 and 12.5.4 of this Part VII of this Document respectively, whereby certain services are provided to InBulk. As disclosed, in paragraph 3.10.1 of this Part VII, Bill Thomson is a director and shareholder of Clyde Blowers and Jim McColl is a director and shareholder of Clyde Blowers. 4. 4.1 SUBSTANTIAL SHAREHOLDERS In addition to the interests of the Directors disclosed in paragraphs 3.1 and 3.2, above, insofar as is known to the Company and the Directors, as at 15 March 2007 (being the latest practicable date prior to the publication of this Document), the following persons have a notifiable interest (within the meaning of Chapter 5 of the Disclosure and Transparency Rules), directly or indirectly, in Ordinary Shares (being the only shares in the capital of the Company carrying voting rights) which, immediately following Admission, would amount to three per cent. or more of the total voting rights in the Enlarged Share Capital of the Company: No. of Ordinary Shares of 10 pence each following % of Enlarged Admission Share Capital 123,537,500 65,000,000 20,000,000 40.79% 21.45% 6.60%

Name Atorka Group hf Close Private Equity Limited Groupe Norbert Dentressangle SA

% of Further Enlarged Share Capital 36.73% 19.32% 5.95%

The figures relating to the percentage of Enlarged Share Capital are based on the assumption that investors with three per cent. or more of the total voting rights in the England Share Capital of the Company (other than Atorka, Jim McColl and Bill Thomson) as at the latest practicable date prior to the publication of this Document choose not to subscribe under the Placing.

207

Part VII 4.2 Save as disclosed in paragraphs 2.12, 3.1 and 4.1 of this Part VII of this Document, the Company is not aware of any person who will have, immediately following Admission, a notifiable interest, directly or indirectly, in Ordinary Shares (being the only shares in the capital of the Company carrying voting rights) which amount to three per cent. or more of the total voting rights in the Enlarged Share Capital of the Company or who could, directly or indirectly, jointly or severally, exercise control over the Company. The Ordinary Shares held by the Shareholders set out in paragraph 4.1, above, rank pari passu with all other Ordinary Shares and, in particular, have no different voting rights than other existing Shareholders. Other than as disclosed at paragraph 4.1, above, the Directors are not aware of any persons who, directly or indirectly, jointly or severally, exercise, or could exercise, control over the Company. MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

4.3

4.4

5.

The memorandum of association of the Company provides that its principal object is to carry on business as a general commercial company. Its objects are set out in full in clause 4 of its memorandum of association. The Articles include provisions to the following effect: 5.1 Votes of Members Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not himself being a member entitled to vote, shall have one vote and on a poll every member present in person or by proxy shall have one vote for every share held by him. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names of the holders stand in the register. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. No member shall be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all monies presently payable by him in respect of that share have been paid. 5.2 Alteration of Share Capital The Company may by ordinary resolution: 5.2.1 increase its share capital as the resolution shall prescribe; 5.2.2 consolidate and divide all or any of its shares into shares of larger amount; 5.2.3 subject to the provisions of the Act sub-divide all or any of its shares into shares of smaller amount and attach varying rights to the shares resulting from such sub-division; and 5.2.4 cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. The Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way, subject to the provisions of the Act. 5.3 Variation of Rights Subject to the provisions of the Act, all or any of the special rights attached to any class of issued shares may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate

208

Part VII general meeting of such holders (but not otherwise). At every such separate general meeting the necessary quorum shall be not less than two persons holding or representing by proxy not less than one third in nominal amount of the issued shares of the class. At any adjourned meeting of such holders, one holder who is present in person or by proxy, whatever the amount of his holding, shall be deemed to constitute a meeting. 5.4 Purchase of Own Shares Subject to the provisions of the Act and to the sanction by an extraordinary resolution passed at a separate class meeting of the holders of any convertible shares, the Company may purchase any of its own shares of any class (including redeemable shares) at any price and any such shares to be so purchased may be selected in any manner whatsoever. 5.5 Transfer of Shares Any member may transfer all or any of his shares. Save where any rules or regulations made under the Act permit otherwise, the instrument of transfer of a share shall be in any usual form or in any other form which the board of directors of the Company may approve and shall be executed by or on behalf of the transferor and (in the case of a share which is not fully paid) by or on behalf of the transferee. The board may in its absolute discretion and without giving any reason decline to register any transfer of shares which are not fully paid or on which the Company has a lien. 5.6 Dividends and other distributions 5.6.1 Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members but no dividend shall exceed the amount recommended by the board. The board may pay interim dividends if it appears that they are justified by the financial position of the Company. 5.6.2 Except as otherwise provided by the rights attached to shares, all dividends shall be apportioned and paid pro rata to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid. 5.6.3 Any dividend unclaimed after a period of 12 years from the date when it became due for payment shall, if the board so resolves, be forfeited and cease to remain owing by the Company. 5.6.4 The board may, if authorised by an ordinary resolution of the Company, offer members the right to elect to receive shares credited as fully paid in whole or in part instead of cash in respect of the dividend specified by the ordinary resolution. 5.6.5 The Company may cease to send any cheque or dividend warrant through the post if such instruments have been returned undelivered or remain uncashed by a member on at least two consecutive occasions. The Company shall recommence sending cheques or dividend warrants if the member claims the dividend or cashes a dividend warrant or cheque. 5.7 Distribution of assets on a winding up In a winding up, the liquidator may, with the sanction of an extraordinary resolution and subject to the Insolvency Act 1986, divide among the members in specie the whole or any part of the assets of the Company and/or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as the liquidator determines, but no member shall be compelled to any assets upon which there is a liability. 5.8 Restrictions on shares If the board is satisfied that a member or any person appearing to be interested in shares in the Company has been duly served with a notice under section 212 of the Act (or any successor equivalent) and is in default in supplying to the Company the information thereby required within a

209

Part VII prescribed period after the service of such notice, the board may serve on such member or on any such person a notice (a direction notice) in respect of the shares in relation to which the default occurred (default shares) directing that a member shall not be entitled to vote at any general meeting or class meeting of the Company. Where default shares represent at least 0.25 per cent. of the class of shares concerned, the direction notice may in addition direct that any dividend (including shares issued in lieu of a dividend) which would otherwise be payable on such shares shall be retained by the Company without liability to pay interest and no transfer of any of the shares held by the member shall be registered unless it is a transfer on sale to a bona fide unconnected third party or by the acceptance of a take-over offer or through a sale through a recognised investment exchange as defined in FSMA. The prescribed period referred to above means 14 days from the date of service of the notice under section 212 where the default shares represent at least 0.25 per cent. of the class of shares concerned and 28 days in all other cases. 5.9 Directors appointment and retirement by rotation At the first annual general meeting of the Company, all the directors shall retire from office and at every subsequent annual general meeting of the Company as near as possible (but greater than) one third of the directors who are subject to retirement by rotation for the time being shall retire and be eligible for re-election. If there is only one director who is subject to retirement by rotation, he shall retire. The directors to retire by rotation will be those who have been longest in office or, in the case of those who became or who are re-elected directors on the same day, shall, unless they otherwise agree, be determined by lot. 5.10 Restrictions on Directors voting 5.10.1 Save as provided for in subparagraph 5.10.2, below, a director shall not vote at a meeting of the board or any committee of the board on any resolution of the directors concerning a matter in which he has an interest which, together with any interest of any person connected with him, is to his knowledge a material interest. The Company may by ordinary resolution suspend or relax such provisions to any extent or ratify any transaction not duly authorised by reason of a contravention of such provisions. 5.10.2 The prohibition in subparagraph 5.10.1, above, shall not apply to a director in relation to any of the following matters, namely: 5.10.2.1 the giving of any guarantee, security or indemnity to him in respect of money lent or obligations incurred by him for the benefit of the Company or any of its subsidiaries; 5.10.2.2 the giving of any guarantee, security or indemnity to a third party in respect of an obligation of the Company or any of its subsidiaries for which he has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by giving of security; 5.10.2.3 the subscription for or underwriting or sub-underwriting of any shares, debentures or other securities of the Company or any of its subsidiaries by him; 5.10.2.4 any proposal concerning any other company in which he and any persons connected with him do not to his knowledge hold an interest in shares representing one per cent. or more of either any class of the equity share capital or the voting rights in such company; 5.10.2.5 any resolution relating to an arrangement for the benefit of employees of the Company or any of its subsidiaries and which does not provide in respect of any Director as such any privilege or benefit not accorded to the employees to whom the arrangement relates; and 5.10.2.6 any proposal concerning the purchase and/or maintenance of any insurance policy against liability for negligence, default, breach of duty or breach of trust in relation to the Company under which he may benefit. 210

Part VII 5.11 Remuneration of Directors 5.11.1 The ordinary remuneration of the directors who do not hold executive office for their services (excluding amounts payable under any other provision of the Articles) shall not exceed in aggregate 250,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board. The directors shall be entitled to all such reasonable expenses as they may properly incur in attending meetings of the board or in the discharge of their duties as directors. Any director who by request of the board performs special services may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the board may determine. The directors may pay pensions and other benefits to, inter alios, present and past employees and directors and may set up and maintain schemes for the purpose. 5.11.2 The provisions of section 293 of the Act relating to the mandatory retirement of directors at age 70 do not apply to the Company. 5.12 Number of directors Unless otherwise determined by ordinary resolution of the Company, the number of directors shall not be less than two. There is no maximum number of directors. A director shall not be required to hold any shares of the Company by way of qualification. 5.13 Borrowing Powers The directors may exercise all the powers of the Company to borrow money, to guarantee, to indemnify and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. The directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries so as to secure (so far as regards subsidiaries as by such exercise they can secure) that the aggregate principal amount (including any premium payable on final payment) for the time being outstanding of all monies borrowed by the Company and its subsidiaries and for the time being owing to third parties shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to four times the Adjusted Capital and Reserves (as defined in the Articles). 5.14 Indemnity Subject to the provisions of the Act but without prejudice to any indemnity for which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution or discharge of his duties or the exercise of his powers or otherwise in relation thereto, including (without limitation) any liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company. 5.15 Issue of shares 5.15.1 Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine. In addition, subject as aforesaid, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by the Articles. 211

Part VII 5.15.2 Subject to the provisions of the Act relating to authority, pre-emption rights or otherwise and of any resolution of the Company in general meeting passed pursuant thereto and in the case of redeemable shares the provisions of article 7 of the Articles, all unissued shares for the time being in the capital of the Company shall be at the disposal of the board and the board may (subject as aforesaid) allot (with or without conferring a right of renunciation) grant options over or otherwise dispose of them to such persons on such terms and conditions and at such times as it thinks fit. 5.16 Convening general meetings All general meetings of the Company other than annual general meetings shall be called extraordinary general meetings. The board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirement of the Act. Subject as aforesaid the board may call general meetings whenever and at such times and places as it shall determine and on the requisition of members pursuant to the provisions of the Act shall forthwith proceed to convene an extraordinary general meeting in accordance with the requirements of the Act. If there are not within the United Kingdom sufficient directors to call a general meeting, any director of the Company may call a general meeting. 5.17 Ownership threshold and change of control The Articles do not prescribe any ownership threshold above which shareholder ownership must be disclosed. There are no provisions in the Articles which would have the effect of delaying, deferring or preventing a change of control of the Company. 6. 6.1 THE ENLARGED GROUP The Company is a holding company of a group of companies whose principal activities are the provision of full Intermodal solutions for the movement of bulk materials whose principal subsidiaries and associated undertakings are: Company Business UTT InBulk CleanCat 6.2 Provision of services for the transportation of bulk materials Provision of Intermodal services for the transportation of bulk solid materials Service business for catalyst handling solutions for oil refineries Percentage of ordinary shares Incorporation 100% 100% 100% Netherlands Scotland Scotland

Following completion of the Proposals, the Company will be the holding company of a group of companies whose principal activities are the provision of full Intermodal solutions for the movement of bulk materials and whose principal subsidiaries and associated undertakings will be: Company Business UTT Provision of services for the transportation of bulk materials InBulk Provision of Intermodal services for the transportation of bulk solid materials CleanCat Service business for catalyst handling solutions for oil refineries UTI Intermediate holding company UBC Dry bulk logistics, including dry bulk storage, distribution and on-site logistic services Linertech Supply of specialist Bag-in-Box liners (which protect the cargo and prevent contamination within Containers) Percentage of ordinary shares Incorporation 100% 100% 100% 100% 100% 100% Netherlands Scotland Scotland England England England

212

Part VII 7. 7.1 WARRANTS Existing Warrants The Warrants were created and constituted by a Warrant Instrument executed by the Company on 21 December 2004 (the Existing Warrant Instrument) pursuant to which 12,000,000 Existing Warrants were granted. 1,000,000 Existing Warrants were exercised and consequently 1,000,000 Former Ordinary Shares issued on 16 March 2005. Following the consolidation of the Former Ordinary Shares to create Ordinary Shares were as described in paragraph 2.4.11 of this Part VII, there are 1,100,000 Existing Warrants in issue as at 15 March 2007, being the latest practicable date prior to the publication of this Document. The principal provisions of the Existing Warrant Instrument are as follows: 7.1.1 Subscription price The subscription price for the Warrants is 30p per Ordinary Share (as adjusted following the consolidation of Former Ordinary Shares referred to in paragraph 2.4.11 of this Part VII), subject to adjustment in certain limited circumstances. 7.1.2 Exercise and lapse of Existing Warrants The Existing Warrants are exercisable in whole or in part from the date of issue until 30 December 2007, after which time they will lapse. The Company shall apply to admit to trading on AIM any Ordinary Shares issued pursuant to the exercise of the Existing Warrants. 7.1.3 Variation in share price In the event of certain variations of the issued share capital of the Company the Company shall effect such adjustments (if any) to the exercise price and/or the number of Existing Warrants as the Companys auditors shall advise to be appropriate. 7.2 Proposed Warrants It is proposed that there be constituted by a proposed warrant instrument to be executed by the Company (the Proposed Warrant Instrument) and, subject to the passing of the Resolutions and to Admission occurring, as part of the consideration for the Acquisition, there be granted warrants (Proposed Warrants) to subscribe for 10,000,000 Ordinary Shares. The principal provisions of the Proposed Warrant Instrument are as follows: 7.2.1 Subscription Price The subscription price for the Proposed Warrants is 25p per Ordinary Share subject to adjustment in certain limited circumstances. 7.2.2 Exercise and lapse of Proposed Warrants The Proposed Warrants are exercisable in whole or in part from the date of issue until 5 years from the date of issue, after which time they will lapse. The Company shall apply to admit to trading on AIM any Ordinary Shares issued pursuant to the exercise of the Proposed Warrants. 7.1.3 Variation in share price In the event of certain variations of the issued share capital of the Company, the Company shall effect such adjustments (if any) to the exercise price and/or the number of Proposed Warrants as the Companys auditors shall advise to be appropriate.

213

Part VII 8. UNAPPROVED SHARE OPTION SCHEME The Company adopted an unapproved option scheme named the InterBulk Investments Unapproved Share Option Scheme on 24 February 2006. The principal provisions of the Unapproved Option Scheme are as follows: 8.1 Participation Options may be granted under the Unapproved Option Scheme to any part time employee, full time employee or executive director of the Company or another group company (as defined in the Unapproved Option Scheme) who is obliged under the terms of his office or employment to devote to the performance of the duties of his office or employment substantially the whole of, or where relevant, a specified amount of his working time (an Eligible Employee). 8.2 Grant of Options The Remuneration Committee may grant Options to such Eligible Employees as it may select in its absolute discretion. Each Option is personal to each holder of an Option (an Option Holder) and, with the exception of transmission of an Option on the death of an Option Holder to his executors or personal representatives, any transfer, assignment, charge or other disposal of the Option shall cause it to lapse. 8.3 Option Price The Remuneration Committee shall determine the price of an Option (the Option Price) before the grant of the relevant Option either on the same day or not more than two days prior to the date that the notice of invitation to apply for an Option is given. The Option Price shall not be manifestly less than the market value of the shares on the date the Option Price is determined, and in the case of shares to be allotted on the exercise of an Option from the unissued ordinary share capital of the Company or re-issued from treasury, not less than the higher of: 8.3.1 the market value of a share on that date; and 8.3.2 the nominal value of a share. 8.4 Restrictions on the grant of an Option On any date of grant of an Option, no Option shall be granted which shall result in the number of shares in allocations made in the 10 years ending on that date under all of the Companys share schemes exceeding 10 per cent. of the shares in issue on the day before that date. For this purpose, allocation shall be taken to mean: 8.4.1 shares issued or issuable or treasury shares reissued or reissuable on exercise of a right granted within the period specified under an employee share scheme; and 8.4.2 shares issued or treasury shares reissued within a period specified under an employee share scheme that provides for the subscription out of the profits of the Enlarged Group. 8.5 Exercise of Options Except in certain specified circumstances no Option will be exercisable within three years of its date of grant. In addition no Option shall be exercisable during a close period (as such term is defined in the AIM Rules). The Remuneration Committee may impose one or more objective conditions on any Option preventing its exercise unless and until such condition has been satisfied. These performance conditions will be determined by the Remuneration Committee prior to the award of the Option.

214

Part VII If an Option Holder dies before exercising an Option, the Option may be exercised by his executors or personal representatives not later than one year after the date of his death. The extent to which an Option may be exercised as aforesaid will be at the discretion of the Remuneration Committee who may determine that the Option may only be exercised to the extent that it was already capable of exercise before the Option Holders death taking account of the performance conditions attached to that Option. If an Option Holder ceases to be an Eligible Employee (save in circumstances where such cessation is caused by reason of the Option Holders misconduct), the Remuneration Committee in its sole discretion may allow such holder to exercise his Option within six months of the date of such cessation. The extent to which an Option may be exercised as aforesaid will be at the discretion of the Remuneration Committee who may determine that the Option may only be exercised to the extent that it was already capable of exercise before the cessation of employment taking account of the performance conditions attached to that Option. On the exercise of an Option, shares will be allotted and/or transferred within 30 days and where shares are issued (or re-issued) they will rank pari passu in all respects with other shares then in issue. 8.6 Adjustment of Options In the event of any variation in the ordinary share capital of the Company in consequence of a capitalisation or rights issue, sub-division, consolidation, reduction of share capital or otherwise, the number or nominal value of shares comprised in each Option and the Option Price may be adjusted in such manner as the Remuneration Committee may deem appropriate subject to the written concurrence of the Companys auditors that in their opinion the adjustments proposed are fair and reasonable, provided that no adjustment shall be made to the Option Price which would result in such price being less than the nominal value of such a share. 8.7 Takeover and winding up In the event of takeover, all outstanding Options may be exercised at anytime during the period of 6 months after the time when the offeror has obtained control of the Company and any conditions subject to which the offer is made have been satisfied. The extent to which an Option may be exercised as aforesaid will be at the discretion of the Remuneration Committee who may determine that the Option may only be exercised to the extent that it was already capable of exercise before the takeover taking account of the performance conditions attached to that Option. If not so exercised the Options shall lapse. In the event of a voluntary winding up, outstanding Options may be exercised conditionally on passing of a resolution, at any time during the period commencing on the date the notice is given and ending on the commencement of the winding up. The extent to which an Option may be exercised as aforesaid will be at the discretion of the Remuneration Committee who may determine that the Option may only be exercised to the extent that it was already capable of exercise before the commencement of the winding up taking account of the performance conditions attached to that Option. If not so exercised the Options shall lapse. 8.8 Amendments The Remuneration Committee may at any time make such amendments to the Unapproved Option Scheme as it deems desirable provided that certain alterations will require the prior sanction of the Shareholders in general meeting and, where relevant, the prior approval of the appropriate authority of the London Stock Exchange. However, where such amendments are of a minor administrative nature no such additional consents or approvals will be required.

215

Part VII 8.9 Termination The Remuneration Committee may terminate the Unapproved Option Scheme at any time but Options granted prior to such termination shall continue to be valid and exercisable in accordance with the rules of the Unapproved Option Scheme. 9. WORKING CAPITAL

The Directors are of the opinion, having made due and careful enquiry and having taken into account the net proceeds of the Placing and the facilities being made available pursuant to the agreements referred to in paragraph 12.4.1 of this Part VII of this Document that, following Admission, the Enlarged Group will have sufficient working capital for its present requirements, that is for at least the 12 month period following Admission. 10. TAXATION

The following paragraphs are intended as a general guide only for shareholders who are resident and ordinarily resident in the United Kingdom for tax purposes, holding Ordinary Shares as investments and not as securities to be realised in the course of a trade, and are based on current legislation and HM Revenue and Customs practice. Any prospective purchaser of Ordinary Shares who is in any doubt about his tax position or who is subject to taxation in a jurisdiction other than the UK should consult his own professional adviser immediately. 10.1 Taxation of chargeable gains 10.1.1 For the purpose of UK tax on chargeable gains, the issue of Ordinary Shares pursuant to the Placing will be regarded as an acquisition of a new holding in the share capital of the Company. 10.1.2 To the extent that a shareholder acquires Ordinary Shares allotted to him, the Ordinary Shares so allotted will for the purpose of tax on chargeable gains be treated as acquired on the date of allotment. The amount paid for the Ordinary Shares will constitute the base cost of a shareholders holding. For individuals, trustees and personal representatives, the amount paid for the Ordinary Shares subscribed for will be eligible for taper relief allowance. For corporate shareholders, indexation allowance may be available to reduce any chargeable gains. 10.1.3 If a Shareholder disposes of all or some of his Ordinary Shares as the case may be, a liability to tax on chargeable gains may, depending on his or its circumstances, arise. 10.2 Stamp Duty and Stamp Duty Reserve Tax Stamp duty and stamp duty reserve tax (SDRT) treatment under the Placing will be as follows: 10.2.1 in relation to the shares being issued by the Company, no liability to stamp duty or SDRT will arise on their issue or on the issue of definitive share certificates by the Company; 10.2.2 the transfer of shares will generally be liable to stamp duty at the rate of 0.5 per cent. rounded up to the next 5 of the value of the consideration given. A charge to SDRT at the rate of 0.5 per cent. of the consideration will arise in the case of an unconditional agreement to transfer shares on the date of the agreement, and in the case of a conditional agreement on the date the agreement becomes unconditional. However, if within the period of six years of the date of the agreement or, in the case of a conditional agreement, the date on which it becomes unconditional, an instrument of transfer is executed pursuant to the agreement and stamp duty is paid on that instrument, any liability to SDRT will be repaid or cancelled. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee; 10.2.3 no stamp duty or SDRT will arise on a deposit of shares in CREST for conversion into uncertificated form (otherwise than pursuant to a transfer on sale or in contemplation of such sale), unless such transfer is made for a consideration in money or moneys worth, in which

216

Part VII case a liability to stamp duty or SDRT will arise, usually at the rate set out in paragraph 10.2.2 of this Part VII of this Document; 10.2.4 a transfer of shares effected within CREST will generally be subject to SDRT at the rate of 0.5 per cent. of the actual consideration. Special rules apply to certain categories of person, including intermediaries and persons connected with depository arrangements and clearance services. 10.3 Dividends and other distributions 10.3.1 Dividends paid by the Company will carry an associated tax credit of one-ninth of the cash dividend or ten per cent. of the aggregate of the cash dividend and associated tax credit. Individual shareholders resident in the UK receiving such dividends will be liable to income tax on the aggregate of the dividend and associated tax credit at the dividend ordinary rate (10 per cent.) or the dividend upper rate (32.5 per cent.). 10.3.2 The effect will be that taxpayers who are otherwise liable to pay tax at only the lower rate or basic rate of income tax will have no further liability to income tax in respect of such a dividend. Higher rate taxpayers will have an additional tax liability (after taking into account the tax credit) of 22.5 per cent. of the aggregate of the cash dividend and associated tax credit. Individual shareholders whose income tax liability is less than the tax credit will not be entitled to claim payment of all or part of the tax credit associated with such dividends. 10.3.3 A UK resident corporate shareholder should not be liable to corporation tax or income tax in respect of dividends received from the Company unless that shareholder is carrying on a trade of dealing in shares. 10.3.4 Trustees of discretionary trusts are liable to account for income tax at the rate applicable to trusts on the trusts income and are required to account for tax at the dividend trust rate (32.5 per cent.). 10.3.5 Persons who are not resident in the UK should consult their own tax advisers on the possible application of such provisions and on what relief or credit may be claimed for any such tax credit in the jurisdiction in which they are resident. These comments are intended only as a general guide to the current tax position in the UK as at the date of this Document. The comments assume that Ordinary Shares are held as an investment and not as an asset of financial trade. If you are in any doubt as to your tax position or are subject to tax in a jurisdiction other than the UK you should consult your professional adviser. 11. EMPLOYEES

11.1 The Group employed on average 153 people during the financial period ended 30 September 2006 and, on average, 147 people during the financial period ended 31 December 2005. These employees include the services of Bill Thomson and Scott Cunningham, (provided by Clyde Blowers to the Company). As at 12 March 2007 (being the latest practicable date prior to the publication of this document), the Group employed 170 people. The Groups staff members can be analysed by geographic location as follows: Netherlands UK Sweden USA Singapore Brazil France Germany Total 44 45 27 18 10 7 13 6 170

217

Part VII 11.2 The UTI Group employed on average 270 people during the financial year ended 30 September 2006 and, on average, 269 and 257 people during the financial years ended 30 September 2005 and 30 September 2004, respectively. As at 14 March 2007 (being the latest practicable date prior to the publication of this document), the UTI Group employed 233 people. UTI Groups staff numbers can be analysed by geographic location as follows: Office UK Netherlands France Germany Finland Austria Belgium Total Number of Staff 163 8 6 29 9 17 1 233

12.

MATERIAL CONTRACTS

The following contracts, not being contracts entered into, or to be entered into, in the ordinary course of business, are those to which any member of the Enlarged Group is or has been a party within the two years preceding the date of this Document or which are expected to be entered into shortly after Admission and completion of the Acquisition and which are, or may be, material to the business of the Enlarged Group: 12.1 Fundraising and Ancillary Documents 12.1.1 The Underwriting Agreement pursuant to which Panmure Gordon has agreed (as agent for the Company) to use its reasonable endeavours to procure Placees to subscribe for the Placing Shares and, if and to the extent that it is not able to procure subscribers, as principal to subscribe for such Placing Shares itself. The obligations of Panmure Gordon under the Underwriting Agreement are conditional upon, inter alia, those matters set out in paragraph 10 of Part I of this Document. In consideration for the services to be provided by Panmure Gordon under the Underwriting Agreement, the Company will pay to Panmure Gordon a commission of four per cent. of the Placing Price multiplied by the number of Placing Shares allotted (save for any Ordinary Shares allotted to placees introduced by the Company). Panmure Gordon will pay to Atorka, out of the four per cent. commission it receives in relation to the number of Placing Shares issued to Atorka under the Placing, three per cent. of the Placing Price multiplied by the number of Placing Shares allotted to Atorka. In consideration for its services as nominated adviser in relation to the Placing and Admission, the Company will pay to CFA an advisory fee of 200,000. The Company will be responsible for all costs and expenses of the Placing. The Underwriting Agreement contains warranties given (a) by the Company and the Directors as to the accuracy of the information in this Document; (b) by the Company and the Directors in relation to the business of the Company; and (c) by the Company in relation to the business of the UTI Group; In addition, the Company has given an indemnity which is customary for this type of agreement. Panmure Gordon is entitled to terminate the Underwriting Agreement in its absolute discretion in specified circumstances prior to Admission, including inter alia in the event of any material breach of the Underwriting Agreement by the Company or in the event of any material breach of the warranties contained in the Underwriting Agreement or if an event of force majeure arises.

218

Part VII The Company intends to purchase Public Offering of Securities insurance through AIG Europe (UK) Limited to cover the Company and the Directors for, inter alia, any claim relating to the warranties given in the Underwriting Agreement and any claim under this Document. The policy will provide coverage for claims with an excess of 25,000 per claim up to an aggregate amount of 10,000,000. 12.1.2 An orderly market agreement dated 16 March 2007 among (1) Close Securities Limited, Caledonia Investments plc, Guilderstone Limited, Victor William Martin, John Neilson Adam Marshall and John Neilson Adam Marshall and Oliver David John Marshall (as trustees of the JNA Marshall Trust) (being certain of the vendors under the UTI Acquisition Agreement); (2) CFA; and (3) Panmure Gordon, further details of which are set out in paragraph 12 of Part I of this Document. 12.1.3 An underwriting agreement dated 1 February 2006 pursuant to which Panmure Gordon agreed (as agent for the Company) to use its reasonable endeavours to procure placees to subscribe for the placing shares in relation to the acquisition of InBulk and UTT and, if and to the extent that it was not able to procure subscribers, as principal to subscribe for such placing shares itself. In consideration for the services provided by Panmure Gordon under the underwriting agreement, the Company paid to Panmure Gordon a commission of five per cent. of the placing price multiplied by the number of placing shares allotted. In consideration for its services as nominated adviser in relation to the said placing and admission, the Company paid to CFA an advisory fee of 225,000. The Company was responsible for all costs and expenses of such placing. The underwriting agreement contained warranties given (a) by the Company and the directors of the Company at the time of such agreement and the proposed directors at that time, Scott Cunningham, Jim McColl, Koert van Wissen and Roel Molenaar, inter alia, as to the accuracy of the information in the Readmission Document dated 1 February 2006; (b) by the Company and such directors in relation to the business of the Company; (c) by the Company, Koert van Wissen and Roel Molenaar in relation to the business of the UTT Group; and (d) by the Company, Scott Cunningham and Jim McColl in relation to the business of InBulk. In addition, certain directors and proposed directors of the Company gave an indemnity in relation to tax matters and the Company gave an indemnity which is customary for this type of agreement. The underwriting agreement also contained certain orderly market provisions in relation to the new Ordinary Shares to be held by the directors and proposed directors of the Company following admission. The Company purchased Public Offering of Securities insurance through AIG Europe (UK) Limited to cover the Company, such directors and such proposed directors for inter alia any claim relating to the warranties given in the readmission document dated 1 February 2006. The policy provides coverage for claims with varying excesses (not exceeding 25,000) up to an aggregate amount of 5,000,000. 12.1.4 An orderly market agreement dated 1 February 2006 among (1) the Covenantors (being the vendors under the InBulk Acquisition Agreement other than Uberior and those vendors who were a party to the underwriting agreement summarised at paragraph 12.1.3 above); (2) CFA; and (3) Panmure Gordon, pursuant to which the Covenantors undertook, in respect of their respective holdings of Ordinary Shares at that time, only to dispose of such shares during the period of one year from the date of the original admission, being 28 February 2006, in consultation with the Companys brokers or in certain other limited circumstances in order to maintain an orderly market in the Ordinary Shares. 12.1.5 A broker engagement letter was entered into among (1) Panmure Gordon and (2) the Company on 1 February 2006 (the Broker Engagement Letter) pursuant to which the Company appointed Panmure Gordon to act as its broker for the purposes of the AIM Rules (the

219

Part VII Engagement). The Engagement commenced on 1 February 2006. Under the terms of the Broker Engagement Letter, Panmure Gordon agreed to provide corporate broking and associated financial advisory services to the Company including general advice and feedback on, inter alia, market information, investor relations, regulation and liaison, research, market making and share dealings. The Company will pay an annual fee to Panmure Gordon of 40,000 payable every six months in advance on 1 January and 1 July (or on the first business day following thereafter), excluding VAT and reasonable out-of-pocket expenses. The Engagement will automatically be renewed annually and may be terminated by either the Company or Panmure Gordon giving seven days notice in writing to the other party. However, if the Company materially breaches any of its obligations under the Broker Engagement Letter, Panmure Gordon has the right to terminate forthwith upon written notice. The Company has also given an indemnity to Panmure Gordon in relation to the provision by Panmure Gordon of its services under the Broker Engagement Letter. 12.1.6 An engagement letter between Clyde Blowers and the Company dated 6 December 2005 relating to the services provided by Clyde Blowers to the Company in relation to the proposals presented to shareholders in the readmission document dated 1 February 2006 and structuring the bank borrowings referred to in paragraph 12.4.2 of this Part VII of this Document. The engagement letter provided that a fee of 275,000 (excluding VAT) was payable by the Company to Clyde Blowers which was paid. The liability of Clyde Blowers and its directors, employees and agents in relation to the services provided pursuant to the engagement letter was subject to certain limitations, including a cap on liability of 275,000. 12.1.7 A letter between Clyde Blowers and the Company dated 1 and 11 February 2007 relating to certain additional services provided by Clyde Blowers to the Company in relation to the Proposals and structuring the bank borrowings referred to in paragraph 12.4.1 of this Part VII of this Document. The letter provides that 364,000 (excluding VAT) is payable by the Company to Clyde Blowers following Admission. The foregoing sum is contingent on Admission taking place. Clyde Blowers is also entitled to recover the reasonable expenses incurred by it in performing the additional services regardless of whether or not Admission takes place. The liability of Clyde Blowers and its directors, employees and agents in relation to the services provided pursuant to the engagement letter was subject to certain limitations, including a cap on liability of 364,000. 12.1.8 A nominated adviser agreement dated 1 January 2007 (the Nominated Adviser Agreement) among (1) the Company (2) the Directors and (3) CFA pursuant to which the Company has appointed CFA to act as its nominated adviser for the purposes of the AIM Rules. The Company agrees to pay CFA an annual retainer of 20,000 (plus VAT) in return for its services as nominated adviser, together with any reasonable out of pocket expenses incurred in the provision of such services. The Nominated Adviser Agreement is for an unlimited period terminable by either party on three months written notice. The Nominated Advisor Agreement contains certain indemnities and warranties given to CFA by the Company and the Directors. 12.1.9 An engagement letter between Griffin Corporate Finance Limited (Griffin Corporate Finance) and the Company dated 6 December 2005 relating to the services provided by Griffin Corporate Finance to the Company in relation to the proposals presented to shareholders in the readmission document dated 1 February 2006 and structuring the bank borrowings referred to in that readmission document. The engagement letter provided that a fee of 275,000 (excluding VAT) was payable by the Company to Griffin Corporate Finance which was paid. Griffin Corporate Finance is also entitled to recover the reasonable expenses incurred by it in performing the services. The liability of Griffin Corporate Finance and its directors, employees and agents in relation to the services provided pursuant to the engagement letter was subject to certain limitations, including a cap on liability of 275,000.

220

Part VII 12.1.10 A letter between the Company, Panmure Gordon and Atorka dated 8 February 2007 in which Atorka agreed to subscribe for 18,400,000 of Placing Shares in the Placing. In consideration of this, Atorka will receive a fee of 3 per cent. of the amount subscribed by it. The letter is conditional, inter alia, on the entering into of a placing letter between Panmure Gordon and Atorka, to be entered into at the same time as, or immediately before, the Underwriting Agreement is entered into. 12.1.11 A letter between the Company and Atorka dated 16 March 2007 in which the Company gives Atorka the right to appoint two Directors to the board of the Company at any one time. 12.1.12 An engagement letter between CFA and the Company dated 20 December 2006 relating to the services provided by CFA to the Company in relation to the Proposals. The engagement letter provides that a fee of 200,000 (excluding VAT) is payable by the Company to CFA. CFA is also entitled to recover the expense incurred by it in performing the services. The liability of CFA in relation to the services provided pursuant to the engagement letter is subject to certain limitations, including a cap on liability of 1 million. The engagement letter contains certain warranties and indemnities given to CFA by the Company. 12.2 Warrants and Option Documents 12.2.1 The principal terms of the Existing Warrant Instrument are described in paragraph 7.1 of this Part VII of this Document. 12.2.2 The principal terms of the Proposed Warrant Instrument are described in paragraph 7.2 of this Part VII of this Document. 12.2.3 The Company has not entered into any contract with respect to options over its share capital, save for the options referred to in paragraph 2.12 of this Part VII of this Document, granted under the Unapproved Option Scheme. 12.3 Acquisition Agreement 12.3.1 The UTI Acquisition Agreement The headline consideration is 79.5 million, adjusted in respect of cash and debt and certain other matters by reference to the 30 September 2006 audited consolidated balance sheet of UTI. The adjustments include an addition for cash, and deductions for certain costs and provisions, and for agreed items of indebtedness of UTI. After making these adjustments, the amount payable upon completion of the transaction, subject to certain minor completion adjustments, is expected to be approximately 9.6 million of which 5.2 million will be satisfied by the allotment and issue to certain of the vendors of Ordinary Shares, each Ordinary Share being taken to have a value equal to the Placing Price and ranking pari passu in all respects with the Placing Shares with the balance being satisfied in cash. The Company has also undertaken to acquire the Acquired Loan Stock, being loan stock previously issued by UTI to funds managed by Close Brothers and others. The consideration for such acquisition is (i) the issue of 7.8 million of Ordinary Shares, each Ordinary Share being taken to have a value equal to the Placing Price and ranking pari passu in all respects with the Placing Shares and (ii) the grant of the Proposed Warrants, being warrants to subscribe for 10,000,000 Ordinary Shares at a subscription price of 25 pence per Ordinary Share. Further details of the Proposed Warrants are set out in paragraph 7.2 of this Part VII. In addition, the Company has undertaken to procure that, upon completion of the acquisition of UTI, UTI will repay to the holders thereof, the balance of the Secured Loan Stock, namely approximately 14.26 million. The vendors, other than an Employee Trust, (together the Principal Sellers), have undertaken to repay consideration on a pound for pound basis in the event that between 30 September 2006 and completion of the transaction there is any leakage of funds in defined categories out of the UTI Group to any of the vendors. The types of leakage defined include payment of dividends, other payments

221

Part VII to any of the vendors or persons connected with them, redemption of any shares in a member of the UTI Group and waivers by any such member of amounts owed to it by any of the vendors. The UTI Acquisition Agreement is conditional, inter alia, on the passing of the Resolutions and Admission, and on the Underwriting Agreement and the Facility Agreement remaining in force and being unconditional save in certain specified respects immediately prior to Admission. The UTI Acquisition Agreement contains undertakings given by the Principal Sellers that they shall, and shall procure that certain key employees of the UTI Group shall, comply with positive and negative undertakings regarding the conduct of the business of the UTI Group. The UTI Acquisition Agreement contains certain warranties given by the vendors in favour of the Company, including warranties in conventional terms as to their capacity to enter into the UTI Acquisition Agreement and their title to shares in UTI. The UTI Acquisition Agreement also contains commercial warranties, and indemnities in relation to tax, relating to the UTI Group given by certain of the vendors in favour of the Company. These commercial warranties and tax indemnities are subject to certain limitations on liability including a cap of 500,000 in respect of the commercial warranties and tax indemnities. It is proposed that prior to completion of the Acquisition the Company, UTI and Victor William Martin will enter into an agreement in terms of which (i) Mr Martin will direct the Company upon Completion to pay to UTI 1,250,000 from the cash consideration due to him in respect of the Acquisition, in settlement of the sum of 1,250,000 due by him to UTI and (ii) the Company will undertake to indemnify Mr Martin in respect of any personal taxation he may suffer as a result of: (i) the invalid redemption by UTI of preferred ordinary shares in UTI held by him (subject to a cap of 100,000); and (ii) the entering into by him of this agreement and any tax he may suffer as a result of the arrangements described therein. 12.3.2 The UTT Acquisition Agreement among (1) the Company and (2) the shareholders of UTT (which included 3i Group plc, Roel Molenaar, Koert van Wissen and others) dated 1 February 2006 for the purchase by the Company of the entire issued share capital of UTT. The consideration payable was A67 million in aggregate on a debt and cash free basis, and was allocated among the shareholders of UTT on the basis agreed in the UTT Acquisition Agreement. A32,054 million of the consideration was paid to the vendors in cash on completion of the UTT Acquisition, with a further A1.5 million of deferred consideration to be payable to the vendors in two tranches of A750,000 each on the first and second anniversaries of completion of the UTT Acquisition Agreement. The balance of the deferred consideration outstanding from time to time will be immediately due and payable to the vendors within seven days of (a) the Enlarged Group making an early repayment of the bank facilities referred to in paragraph 12.4 of this Part VII of this Document prior to the dates contemplated in the relevant facility documentation; and/or (b) a change of control taking place in UTT. The balance of the total consideration referred to above will be applied at completion of the UTT Acquisition Agreement in settlement of certain of UTTs indebtedness. In addition to the foregoing, on 1 February 2006 the Company entered into the share pledge referred to in paragraph 12.4.3 of this Part VII of this Document in respect of the deferred consideration. The UTT Acquisition Agreement contained certain representations and warranties given by the vendors in favour of the Company, including representations and warranties as to their capacity to enter into the UTT Acquisition Agreement and their title to UTT shares, including that, other than in relation to the allotment of the issued share capital of UTT, no vendor has exercised the votes competent to any of its shares in favour of a resolution of UTT by which UTT granted to any person any right over, or interest in, the share capital of UTT. The UTT Acquisition Agreement also contained certain representations and warranties given only by Roel Molenaar and Koert van Wissen (together the Management Sellers) in favour of the Company

222

Part VII confirming that the shares to be purchased by the Company represented the entire issued share capital of UTT and that (a) neither Management Seller had, in his capacity as a director of UTT or otherwise, granted any share options or warrants to any person, and to the best of the knowledge of the Management Sellers no other person had done so; and (b) neither Management Seller had exercised the votes competent to any of his UTT shares in favour of a resolution of UTT by which UTT granted any option or warrant to subscribe for shares in the capital of UTT, and to the best of the knowledge of the Management Sellers no other person had done so. Furthermore, the UTT Acquisition Agreement contained additional commercial representations and warranties relating to UTT which were given only by the Management Sellers in favour of the Company. These commercial representations and warranties were subject to certain limitations on the Management Sellers liability, including a cap of A800,000, in the aggregate, on their liability for claims for breach of the commercial warranties. The individual liability of each of the Management Sellers for breach of the commercial warranties was capped at A400,000. The acquisition of UTT completed on 28 February 2006. The UTT Acquisition Agreement contained standard confidentiality undertakings. 12.3.3 The InBulk Acquisition Agreement among (1) the Company and (2) the other shareholders of InBulk (which included Jim McColl, Scott Cunningham and Bill Thomson) dated 1 February 2006 for the purchase by the Company of the 675,000 ordinary shares of 1 each in the capital of InBulk not already owned by the Company. The consideration payable to Uberior was approximately 2.36 million, payable as to 1.00 million in cash on completion of the InBulk Acquisition Agreement, approximately 0.29 million in Consideration Shares on completion of the InBulk Acquisition Agreement and up to approximately 1.07 million in Earn Out Shares. The consideration payable to InBulk shareholders other than Uberior was approximately 6.14 million in aggregate, 0.40 million of which was paid in cash to the vendors on completion of the InBulk Acquisition Agreement, approximately 2.96 million of which was satisfied by the issue of the consideration shares on completion of the InBulk Acquisition Agreement and up to approximately 2.78 million in Earn Out Shares. The earn out will be paid, in the form of Earn Out Shares which will rank pari passu with the Ordinary Shares, to the vendors of InBulk dependent on the level of audited earnings per share (as currently defined in FRS 22 issued by the Accounting Standards Board) for the Group for the year ended 30 September 2007 (EPS). If the EPS is equal to or exceeds 3.29 pence per Ordinary Share (the EPS Target) the vendors of InBulk will receive pro rata among them 95 per cent. of the 19,249,991 Earn Out Shares, issued credited as fully paid. For each subsequent 0.05 pence increment in the EPS, a further 192,500 Earn Out Shares will be issued, credited as fully paid, up to a maximum of 19,249,991 Earn Out Shares being issued in total. The InBulk Acquisition Agreement provides that if certain changes occur in the period between 28 February 2006 and 30 September 2007 (including further issues of Ordinary Shares by the Company or the acquisition of any subsidiaries or businesses), the EPS Target will be adjusted in a manner agreed between the Company, the vendors representative, Jim McColl, and Uberior, or if agreement cannot be reached, such adjustment shall be fixed by an independent expert. It is proposed that this process is effected in relation to the Proposals. The InBulk Acquisition Agreement contained certain representations and warranties given by the vendors in favour of the Company in respect only of InBulk, including representations and warranties as to their capacity to enter into the InBulk Acquisition Agreement and their title to InBulk shares. Furthermore, the InBulk Acquisition Agreement contained certain representations and warranties given by the vendors (other than Uberior) in favour of the Company confirming that, other than the shares in the capital of InBulk already owned by the Company, the shares to be purchased by the Company represented the entire issued share capital of InBulk and that there were no outstanding options or warrants entitling any party to apply or subscribe for an allotment of shares in the capital of InBulk. These representations and

223

Part VII warranties are subject to limitations on the vendors liability for claims, including a cap on liability for claims of 8,500,000 in the aggregate. Furthermore, the InBulk Acquisition Agreement contained additional commercial representations and warranties relating to InBulk which are given only by certain of the vendors other than Uberior (together the InBulk Warrantors) in favour of the Company. These commercial representations and warranties are subject to certain limitations on the InBulk Warrantors liability, including a cap of 750,000, in the aggregate, on liability for claims for breach of the commercial warranties. Furthermore, within the aggregate limit of 750,000 the individual liability of each of the InBulk Warrantors for breach of the commercial warranties was capped in proportion to their respective shareholdings in InBulk. The InBulk Acquisition Agreement contained confidentiality and protection of goodwill undertakings by the vendors (other than Uberior) which prohibit the vendors from: (1) competing with the business of InBulk in certain territories for a period of two years following completion of the InBulk Acquisition; (2) soliciting, canvassing or enticing away from InBulk the custom of InBulks customers or suppliers for a period of eighteen months following completion of the InBulk Acquisition; and (3) for a period of eighteen months following completion of the InBulk Acquisition, soliciting, canvassing or enticing away from InBulk any employee of InBulk as at the date of the InBulk Acquisition Agreement for the purposes of employing such individual in a business competing to a material extent with the business of InBulk. The acquisition of InBulk completed on 28 February 2006. 12.3.4 The Company purchased a warranty insurance policy from New Hampshire Insurance Company in respect of certain of the representations and warranties given by Mr. Molenaar and Mr. van Wissen in the UTT Acquisition Agreement. The policy provided coverage for claims in excess of A800,000 (being the cap on Mr. Molenaar and Mr. van Wissens liability for claims) up to an aggregate amount of A20 million. 12.3.5 The Tony Trailerfrakt Acquisition Agreement among United Transport Tankcontainers Holdings AB and Tony Svensson dated 21 December 2006 for the 1,000 shares in Tony Tralierfrakt AB. The consideration payable by United Transport Tankcontainers Holdings AB was A470,000, which amount was paid on completion of the acquisition. The Tony Trailerfrakt Acquisition Agreement contained certain representations and warranties given by the vendor in favour of United Transport Tankcontainers Holdings AB, including representations and warranties as to his capacity to sell the shares with full title guarantee on the terms of the agreement and confirmation that the shares being sold represented the entire issued share capital of Tony Trailerfrakt. The representations and warranties are subject to limitations on the vendors liability for claims, including a cap on liability for claims equal to the consideration. The Tony Trailerfrakt Acquisition Agreement contained confidentiality and protection of goodwill undertakings by the vendor which prohibit the vendor from: (1) competing with the business of Tony Trailerfrakt within Sweden for a period of two years following completion of the Tony Trailerfrakt Acquisition; (2) soliciting canvassing or enticing away from Tony Trailerfrakt the custom of Tony Trailerfrakts customers or suppliers for a period of two years following completion of the Tony Trailerfrakt Acquisition; and (3) for a period of two years following completion of the Tony Trailerfrakt Acquisition, soliciting canvassing or enticing away from Tony Trailerfrakt any employee of Tony Trailerfrakt as at the date of the Tony Trailerfrakt Acquisition Agreement for the purposes of employing such individual in a business competing to a material extent with the business of Tony Trailerfrakt. 12.3.6 Conditional on completion of the UTI Acquisition Agreement, the Company intends to purchase a warranty insurance policy from AIG Europe (UK) Limited in respect of certain of

224

Part VII the representations and warranties given by Close Securities Limited, Guilderstone Limited, Caledonia Investments plc, John Neilsen Adam Marshall, Victor William Martin and The John Neilsen Adam Marshall Trust (the Warrantors) in the UTI Acquisition Agreement. The policy will provide coverage for claims in excess of 500,000 (being the aggregate cap on the Warrantors liability for claims) up to an aggregate amount of 10,000,000 million. 12.3.7 Conditional on completion of the UTI Acquisition Agreement, the Company has purchased a warranty insurance policy from AIG Europe (UK) Limited in respect of certain of the representations and warranties given by the Directors and the Company in the Underwriting Agreement. The policy will provide coverage for claims in excess of 25,000 up to an aggregate amount of 10,000,000. 12.4 Banking documentation 12.4.1 (a) a senior facilities agreement between the Governor and Company of the Bank of Scotland, in various capacities, (BoS) and the Company dated 16 March 2007 relating to bank facilities totalling 80,500,000; and subordinated facilities agreement between BoS and the Company dated 16 March 2007 relating to bank facilities totalling 10,000,000.

(b)

The senior facilities will comprise (1) a 18,500,000 term loan (Term Loan A); (2) a 26,000,000 term loan (Term Loan B); (3) a 26,000,000 term loan (Term Loan C); and (4) a revolving credit facility of 10,000,000 (Revolving Facility), and will be available to fund the acquisition of the entire issued share capital of UTI, refinance certain existing indebtedness of the Enlarged Group (including the facilities referred to in pargraph 12.4.2 below) and provide working capital for the Enlarged Group. The Term Loan A will have scheduled quarterly repayments ending on 31 March 2013. The Term Loan B will have a single scheduled repayment date falling on 31 March 2014. The Term Loan C will have a single scheduled repayment date falling on 31 March 2015. The Revolving Facility will terminate on the earlier of (1) 31 March 2013; and (2) the date on which each of Term Loan A, Term Loan B and Term Loan C has been repaid and/or prepaid in full. The subordinated facilities will have a single scheduled repayment date falling on 31 March 2016. Arrangement fees equal to 1,370,000 will be payable. In addition, penalty prepayment, commitment and agency fees will be payable. First drawdown under the facilities will be conditional upon: 1. 2. the execution of security documentation by certain members of the Enlarged Group, fees letters and a hedging policy letter; evidence that each of (i) the UTI Acquisition Agreement has become unconditional (save for any condition as to the Underwriting Agreement or the Facilities Agreements becoming unconditional or as to Admission occurring) and (ii) the Underwriting Agreement has become unconditional (save for any condition as to the UTI Acquisition Agreement or the Facilities Agreements becoming unconditional or as to Admission occurring); the Company confirming that no material adverse change has occurred in relation to the Company or the UTI Group in the period between (1) execution of the Facilities Agreements; and (2) completion of the Acquisition and the Placing and Admission taking place; and satisfaction of the other conditions precedent more particularly specified in the Facilities Agreements.

3.

4.

225

Part VII 12.4.2 A facilities agreement between the Governor and Company of the Bank of Scotland, in various capacities, (BoS) and the Company dated 1 February 2006 relating to bank facilities totalling A55,000,000. The facilities comprised (1) a A23,000,000 term loan (Term Loan A); (2) a A12,000,000 term loan (Term Loan B); (3) a revolving credit facility (Revolving Facility A); and (4) a revolving credit facility (Revolving Facility B) (Revolving Facility A and Revolving Facility B being together the Revolving Facilities), such Revolving Facilities not exceeding A20,000,000 in aggregate, and were made available to fund the acquisition of the entire issued share capital of UTT, refinance the existing indebtedness of the UTT Group following the acquisition of the UTT Group and provide working capital for the Enlarged Group. The Term Loan A has scheduled quarterly repayments ending on 31 March 2013. The Term Loan B has a single scheduled repayment date falling on 31 March 2014. The Revolving Facilities will terminate on the earlier of (1) 31 March 2013; and (2) the date on which each of Term Loan A and Term Loan B has been repaid and/or prepaid in full. Arrangement fees equal to (1) 1.5 per cent. of the aggregate amount of Term Loan A and Term Loan B and (2) 1 per cent. of the Revolving Facilities are payable. In addition, penalty prepayment, commitment and agency fees were payable. All of these conditions and other conditions were satisfied and the relevant facilities made available to the Company. In addition, the continued availability of the facilities is subject to warranties, general undertakings, financial covenants (to include combined total debt service cover, total interest cover, bank interest cover, total debt service cover, bank debt service cover, and bank debt leverage) and events of default in each case as set out in this facilities agreement. It is proposed that subject to the acquisition of UTI completing and Admission occurring, these facilities will be repaid and replaced in their entirety by the facilities made pursuant to the Facilities Agreements described in paragraph 12.4.1 above. 12.4.3 A share pledge was entered into at completion of the UTT Acquisition by the Company in favour of the vendors of UTT under the UTT Acquisition Agreement (the UTT Vendors). The share pledge relates to the deferred consideration referred to in paragraph 12.3.2 above. The purpose of the share pledge is to grant a charge in favour of the UTT Vendors over the shares held by the Company in the capital of UTT from time to time such that the same will constitute security for the deferred consideration due to the UTT Vendors pursuant to the UTT Acquisition Agreement. 12.5 Services Agreements 12.5.1 The Company entered into a services agreement with Clyde Blowers dated 28 February 2006 whereby Clyde Blowers agreed to provide to the Company, and the other members of the Group, certain head office and general administrative services, office space and the services of Scott Cunningham, Jim McColl and Bill Thomson. During the term of the agreement, Clyde Blowers is required to apply such time and resources as are required to provide the services in accordance with the agreement. Specifically, the services are to be provided in a manner consistent with the Groups endeavours to meet its then current targets and implement its then current business plan. The agreement contains restrictions on the making of permanent changes in the composition of the personnel provided by Clyde Blowers to deliver the services and requires Clyde Blowers to replace personnel who cease to be an employee of Clyde Blowers with new personnel reasonably acceptable to the Company within three months of the date of cessation of such individuals services.

226

Part VII The fees payable by the Company to Clyde Blowers in respect of the services are payable monthly in advance together with exceptional out of pocket expenses incurred from time to time. In the period of 12 months ending on 15 March 2007 (being the latest practicable date prior to publication of this document) in respect of the services provided under this agreement 369,058 was paid to Clyde Blowers in respect of fees (and expenses), excluding VAT. Either party may terminate the agreement on not less than three months prior written notice or forthwith upon the other party suffering an event of insolvency. Either party may terminate the agreement following a material breach of its terms by the other party. Where such a breach is capable of remedy, the party in breach has a period of fourteen days from written notification of the breach during which to remedy the breach, failing which the other party may terminate the agreement forthwith by written notice. The agreement may also be terminated where an event of force majeure prevails for a continuous period in excess of ninety days. The agreement contains an indemnity by Clyde Blowers in favour of the Company in respect of any claims or demands which may be made against the Company in respect of UK income tax, PAYE and/or national insurance contributions in relation to the services fees. 12.5.2 InBulk entered into a services agreement with Clyde Blowers dated 28 February 2006 whereby (as amended by agreement dated 28 November 2006) Clyde Blowers provides to InBulk and its subsidiaries from time to time the services of a director and chairman of InBulk, general office and administration services and company secretarial services. During the term of the agreement, Clyde Blowers is required to apply such time and resources as are required to provide the services in accordance with the agreement. Specifically, the services are to be provided in a manner consistent with InBulks endeavours to meet its then current targets and implement its then current business plan. The agreement contains restrictions on the making of permanent changes in the composition of the personnel provided by Clyde Blowers to deliver the services and requires Clyde Blowers to replace personnel who cease to be an employee of Clyde Blowers with new personnel reasonably acceptable to InBulk within three months of the date of cessation of such individuals services. The fees payable by InBulk to Clyde Blowers in respect of the services are payable monthly in advance together with exceptional out of pocket expenses incurred from time to time. In the period of 12 months ending on 15 March 2007 (being the latest practicable date prior to publication of this document) in respect of the services provided under this agreement 60,771 was paid to Clyde Blowers in respect of fees (and expenses), excluding VAT. Either party may terminate the agreement on not less than three months prior written notice or forthwith upon the other party suffering an event of insolvency. Either party may terminate the agreement following a material breach of its terms by the other party. Where such a breach is capable of remedy, the party in breach has a period of fourteen days from written notification of the breach during which to remedy the breach, failing which the other party may terminate the agreement forthwith by written notice. The agreement may also be terminated where an event of force majeure prevails for a continuous period in excess of ninety days. The agreement contains an indemnity by Clyde Blowers in favour of InBulk in respect of any claims or demands which may be made against InBulk in respect of United Kingdom income tax, PAYE and/or national insurance contributions in relation to the services fees. 12.5.3 The Company entered into a services agreement with Clyde Blowers dated 28 November 2006 whereby Clyde Blowers provides legal services to the Company and its subsidiaries from time to time. During the term of the agreement, Clyde Blowers is required to apply such time and resources as are required to provide the services in accordance with the agreement. Specifically, the services are to be provided in a manner consistent with the Companys endeavours to meet its then current targets and implement its then current business plan. 227

Part VII The agreement contains restrictions on the making of permanent changes in the composition of the personnel provided by Clyde Blowers to deliver the services and requires Clyde Blowers to replace personnel who cease to be an employee of Clyde Blowers with new personnel reasonably acceptable to the Company within three months of the date of cessation of such individuals services. The agreement limits the Clyde Blowers liability under contract, delict, statute or otherwise to 56,499 per annum. The fees payable by the Company to Clyde Blowers in respect of the services are payable monthly in advance together with exceptional out of pocket expenses incurred from time to time. In the period of 12 months ending on 15 March 2007 (being the latest practicable date prior to publication of this document) in respect of the services provided under this agreement 32,958 was paid to Clyde Blowers in respect of fees (and expenses), excluding VAT. Either party may terminate the agreement on not less than three months prior written notice or forthwith upon the other party suffering an event of insolvency. Either party may terminate the agreement following a material breach of its terms by the other party. Where such a breach is capable of remedy, the party in breach has a period of fourteen days from written notification of the breach during which to remedy the breach, failing which the other party may terminate the agreement forthwith by written notice. The agreement may also be terminated where an event of force majeure prevails for a continuous period in excess of ninety days. The agreement contains an indemnity by Clyde Blowers in favour of the Company in respect of any claims or demands which may be made against the Company in respect of United Kingdom income tax, PAYE and/or national insurance contributions in relation to the services fees. 12.5.4 Pursuant to a services agreement between CMH and InBulk dated 28 February 2006, as amended by agreement dated 28 November 2006, CMH provides to InBulk and its subsidiaries certain research and development services and office and general administrative services from time to time. During the term of the agreement (as amended), CMH is required to apply such time and resources as are required to provide the services in accordance with the agreement. Specifically, the services are to be provided in a manner consistent with InBulks endeavours to meet its then current targets and implement its then current business plan. The agreement contains restrictions on the making of permanent changes in the composition of the personnel provided by CMH to deliver the services and requires CMH to replace personnel who cease to be an employee of CMH with new personnel reasonably acceptable to InBulk within three months of the date of cessation of such individuals services. The fees payable by InBulk to CMH in respect of the services are payable monthly in advance together with exceptional out of pocket expenses incurred from time to time. In the period of 12 months ending on 15 March 2007 (being the latest practicable date prior to publication of this document) in respect of the services provided under this agreement 115,332 was paid to CMH in respect of fees (and expenses), excluding VAT. Either party may terminate the agreement on not less than three months prior written notice or forthwith upon the other party suffering an event of insolvency. Either party may terminate the agreement following a material breach of its terms by the other party. Where such a breach is capable of remedy, the party in breach has a period of fourteen days from written notification of the breach during which to remedy the breach, failing which the other party may terminate the agreement forthwith by written notice. The agreement may also be terminated where an event of force majeure prevails for a continuous period in excess of ninety days. The agreement contains an indemnity by CMH in favour of InBulk in respect of any claims or demands which may be made against InBulk in respect of United Kingdom income tax, PAYE and/or national insurance contributions in relation to the services fees. 228

Part VII 12.6 UBC Worldbulk (Asia) Sdn. Bhd. Joint Venture (UBC Worldbulk (Asia)) UBC has entered into a joint venture with Infinity Asia Pacific Sdn Bhd (Infinity) to carry out the business of dry bulk logistics to, from and within Malaysia and liquid bulk logistics from Malaysia to Singapore, InterBulk, Thailand, Philippines, Taiwan, China, Vietnam and any other country agreed between the parties from time to time. The joint venture agreement (dated 1 April 2005) provides for UBC Worldbulk (Asia) to be established under Malaysian law with each of the parties holding an equal number of shares in the company and each shareholder being entitled to appoint an equal number of directors to the companys board of directors. Any liability under any guarantees or indemnities given by either party in respect of the obligations of the JV Company, including any legal and other costs, shall be split 50/50 between the shareholders. The agreement contains restrictive covenants which apply during the period of the agreement and for a period of one year following either party ceasing to have an interest in the shares. The covenants prohibit either party being interested in containerised bulk logistics for Malaysian based customers in Malaysia as well as soliciting customers or employees of the JV Company. 12.7 Sale of Root Crop Transport Business On 2 May 2006, UBC sold to AB Texel BV the fixed assets and goodwill relating to the business of providing bulkers and trailers for the transportation of root crops (the Root Crop Business). Under the relevant agreement, AB Texel BV was responsible for discharging all outstanding obligations under any customer contract relating to the Root Crop Business. The consideration payable was 450,000 plus VAT. Other than a warranty to title and a statement that there are no employees in the Business, UBC granted no warranties in respect of the sale. UBC granted an indemnity to AB Texel BV in respect of any liabilities and/or obligations for which AB Texel BV does not agree to assume responsibility, and AB Texel BV granted a warranty to UBC in respect of any liabilities relating to the operation of the Root Crop Business from the date of completion (including the performance of the customer contracts). UBC and all members of the group of companies of which it formed part are prohibited from (i) being involved in any activity which is substantially the same as the Root Crop Business within Western Europe for a period of two years and (ii) soliciting any customer of the Root Crop Business which was a customer either at or during the two years preceding completion. 13. US DEPARTMENT OF JUSTICE INVESTIGATION

In June 2004, UTT Inc, together with other companies in the Tankcontainer industry, received a grand jury subpoena from the Antitrust Division of the United States Department of Justice (DOJ) seeking documents relating to UTTs business. UTT Inc has informed the DOJ that it is committed to cooperating with the investigation and has produced documents responding to the subpoena. To date no indictments have been issued, or other public proceedings initiated, against any member of the UTT Group, any current or former UTT employees, or any other companies or individuals in connection with the DOJ investigation. The US grand jury process is conducted in secret and the proceedings, while ongoing, remain at a preliminary stage. As a result, it is not possible to predict the outcome of the investigation or to quantify the likely consequences for UTT. The investigation could be closed without enforcement action against UTT, or it could continue for several months or years. Even if the investigation eventually is closed without an enforcement action against UTT, responding to investigative demands for documents and witnesses could still entail significant expense. If UTT ultimately is indicted, then UTTs legal expenses will be much more significant; and if a US court ultimately determines that UTT engaged in unlawful conduct, UTT could be required to pay monetary penalties that would be material in the context of the Enlarged Group. In addition, a criminal indictment in the DOJ investigation would significantly increase the risk of associated private antitrust actions.

229

Part VII UTT Inc. having considered all the circumstances of the investigation, has made no provisions related to the DOJ investigation in the financial statements set out in Part V of this Document. After completing the UTT Acquisition, the Company has continued to cooperate with the DOJ and will take action to minimise the costs and exposure of the DOJ investigation. 14. LITIGATION

14.1 Subject to those matters referred to in paragraphs 14.2 and 14.3 below, no legal or arbitration proceedings are active, pending or threatened against, or being brought by, the Enlarged Group which are having or may have a significant effect on the Enlarged Groups financial position. 14.2 The following legal or arbitration proceedings are active, pending or threatened against, or being brought by, the Group and are having or may have a significant effect on the Enlarged Groups financial position: 14.2.1 Please see paragraph 13 of this Part VII of this Document, above, for details of an on-going US Department of Justice investigation. 14.2.2 Rohm and Haas Incident At the beginning of August 2006, one of the UTT tank containers was transporting a nonhazardous product from USA to France. Whilst being driven through France, the product started to vent out of the tank. This resulted in 200 firemen attending the scene and the road being closed for 2 days. It is not known yet if there were any injuries resulting from the incident. The product being transported was classified as non-hazardous in the USA but is not classified in the EC. The Company does not consider that UTT was at fault in any way in relation to the incident. 14.2.3 In October 2004, a Tankcontainer owned by UTT containing thioglycol was shipped from Rotterdam, The Netherlands to Louisville, Kentucky, USA. While located in a rail yard owned by Norfolk Southern Railway Company and operated by Container Port Group (CPG), approximately 150 gallons of thioglycol was released from the Tankcontainer into the environment. Due to the nature of thioglycol, it was necessary to temporarily evacuate a number of nearby residents. UTTs position is that the release was caused by the Tankcontainer being mishandled at the rail yard by CPG. Accordingly, UTT denies any liability in respect of the incident. However, CPGs position is that the Tankcontainer did not comply with the applicable United States Department of Transportation regulations, and that, if the Tankcontainer had been compliant, no release would have occurred. UTT disputes CPGs assessment of the applicable compliance regime and is of the opinion that the technical structure and design of the Tankcontainer behaved as it should in such a mishandling situation and actually prevented the environment from potentially significant pollution. CGP first made demand on UTT in March 2005 for indemnification for all past and future costs incurred by CPG as a result of the release. The demand was reiterated in June 2005, and accompanied by an expert report supporting CPGs allegations. UTT responded in September 2005 with its own expert report, denying responsibility and liability. UTT then received a further response from CPGs expert on 11 November 2005 which commented on the issues raised by UTTs expert, and confirmed the conclusions reached in CPGs experts first report. UTT does not agree with the conclusions reached by CPGs expert and has asked its own expert to prepare a formal response. On 11 November 2005 UTT was also notified by CPG that a person working as an independent contractor at the Louisville, Kentucky rail yard at the time of the incident had filed a personal injury lawsuit on 24 October 2005 against CPG and Norfolk Southern Railway Company. UTT understands that the claim was in respect of unspecified damages and economic losses

230

Part VII allegedly suffered as a consequence of the fact that the claimant allegedly inhaled the toxic gas and that his skin allegedly became covered in a toxic substance that leaked from the mishandled Tankcontainer. The claim is based on the allegation that the Tankcontainer was dropped and toxic gases began to leak therefrom as a direct result of the negligence of CPG and Norfolk Southern Railway Company and their failure to maintain a Material Safety Data Sheet regarding the chemical being transported. In its notification of 11 November 2005, CPG demanded that UTT defend and indemnify CPG against the personal injury claim and advised UTT that if it refused to do so CPG would file a third party complaint against UTT in relation to this matter. UTT again refused to accept any liability with respect to the incident and therefore has informed CPG that it will not defend or indemnify CPG in relation to the personal injury claim. It has recently been brought to the attention of UTT that the case raised by the person working as an independent contractor against CPG was settled by CPG for an amount as yet undisclosed. It has also come to UTTs attention that proceedings have recently been commenced in the United States District Court Western District of Kentucky (Louisville) by CPG against UTT in respect of the incident referred to above for an amount which is not specified but which is stated to exceed US$75,000 (exclusive of interest and costs). UTT has received no additional formal notification concerning the cost or damages allegedly incurred by CPG or any other party as a consequence of the release. Thus, as at the date of this Document UTT is not able to further quantify or otherwise estimate its potential exposure in relation to this matter. UTT had previously notified its insurers regarding the circumstances described above. Initial indications at that time were that the insurers were unwilling to accept liability. The Directors intend to review this position and to investigate whether further steps should be taken, given the recently raised court action, to progress this matter with UTTs insurers. 14.3 There are no legal or arbitration proceedings which are active, pending or threatened against, or being brought by, the UTI Group and are having or may have a significant effect on the Enlarged Groups financial position. 15. NO SIGNIFICANT CHANGE IN FINANCIAL POSITION

15.1 Save as disclosed in this Document, there has been no significant change in the financial or trading position of the Group since 30 September 2006, the date to which the last published statutory audited accounts were prepared. 15.2 Save as disclosed in this Document, there has been no significant change in the financial or trading position of the UTI Group since 30 September 2006, the date to which the accountants report on the UTI Group set out in Part IV of this Document was prepared. There have been no recent trends in the costs referred to in Parts III and IV of this Document since 30 September 2006 which would impact significantly on the Enlarged Groups current financial year, nor do any known uncertainties, demands, commitments or events currently exist which are reasonably likely to do so. 16. INTELLECTUAL PROPERTY RIGHTS

The businesses of both the Group and the UTI Group rely on certain key intellectual property rights, which are, or are expected to become, material to their respective businesses. Details of such key intellectual property rights are set out in paragraphs 16.1 and 16.2, below: 16.1 The Group As indicated in paragraph 4.1 of Part I of this Document, the Groups IT system is a key asset. Whilst the maintenance and support of the Groups IT function is outsourced to a third party services provider, Excel-Sys Software & Consultancy whose principal role is system development and 231

Part VII hardware management and maintenance. The Companys management understands that UTT owns the intellectual property rights inherent in the Tankcontainer management software (other than generic background material). The following is a summary of the key trademarks which are, or are expected to become, material to the Groups business: Mark INBULK TECHNOLOGIES Territory China Status Registered Owner CMH, although ownership transferred to InBulk on 13 August 2003. Title to be updated by Registrar. Renewal Date (if any) 13 October 2015

INBULK TECHNOLOGIES ISOVEYOR

European Union China

Registered

InBulk Application awaiting CMH, although publication ownership transferred to InBulk on 13 August 2003. Title to be updated by Registrar. Registered InBulk

20 January 2013 20 August 2014

ISO-Veyor ISO-Veyor CLEANCAT

European Union USA European Union

3 December 2012 N/A

Application InBulk

Application CleanCat Technologies N/A Limited

The following is a summary of the key patents which are, or are expected to become, material to the Groups business. Patent Fluidising system (H-type ISO-Veyor) Fluidising system (H-type ISO-Veyor) Fluidising system (H-type ISO-Veyor) Patent Fluidising system (H-type ISO-Veyor) Fluidising system (H-type ISO-Veyor) Fluidising system (H-type ISO-Veyor) Fluidising system (H-type ISO-Veyor) Fluidising system (H-type ISO-Veyor) G-type ISO-Veyor G-type ISO-Veyor Territory China Canada European Union Status Owner Renewal Date (if any) N/A N/A N/A Renewal Date (if any) N/A N/A N/A N/A N/A N/A N/A

Application InBulk Application InBulk Application InBulk

Territory Brazil Mexico USA Australia Japan

Status Owner Application InBulk Application InBulk Application InBulk Application InBulk Published InBulk

UK Published InBulk International PCT Application InBulk

232

Part VII Pneumatic conveying velocity control device (catalyst) Transportable silo and air filtration system Vacuum conveying velocity control device Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying UK Application InBulk 27 June 2009

International PCT Application InBulk UK European Union Norway Eurasian Korea South Africa Singapore Application InBulk Issued Pending Granted Pending Granted Granted

22 April 2009 N/A 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020

Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying Pneumatic Conveying
1 2 3

InBulk1 Clyde Blowers Limited2 Clyde Blowers Limited2 Clyde Blowers Limited2 Clyde Blowers Limited2 CleanCut Technologies Limited and Clyde Blowers Limited3 India Pending Clyde Blowers Limited2 Japan Published Clyde Blowers Limited2 Nigeria Granted Clyde Blowers Limited2 Australia Pending Clyde Blowers Limited2 International PCT National Clyde Blowers Limited2 Mexico Pending Clyde Blowers Limited2 Brazil Pending Clyde Blowers Limited2 Canada Pending Clyde Blowers Limited2 China Allowed Clyde Blowers Limited2 USA Issued CleanCut Technologies Limited and InBulk Indonesia Granted Clyde Blowers Limited2 International PCT Application InBulk

14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020 14 June 2020

Jointly owned with CleanCut Technologies Limited. Title updated to InBulk Technologies Limited Jointly owned with CleanCut Technologies Limited. Joint title being updated to show CleanCut Technologies and InBulk Joint title being updated to show CleanCut Technologies Limited and InBulk

InBulk abandoned its patent application in respect of the V-type ISO-Veyor as its patent agents advised that it lacked the necessary inventive step. The pneumatic conveying velocity control device (catalyst) patent application noted above is in respect of a system of which the V-type ISO-Veyor forms part. InBulk uses, under a licence from CMH dated 13 August 2003, certain unregistered intellectual property rights which it does not own and which are, or are likely to become, material to its business. The relevant intellectual property rights are unregistered intellectual property rights in CCBs (capacity pressure vessels) and related valve technology together with improvements in relation to the same. InBulk is permitted to use these rights for the purposes of its transportable free standing pneumatic conveying systems business and no other purpose. CMH is not permitted to license the relevant intellectual property rights for use in a business similar to InBulks business as aforesaid other than to InBulk. The licence is exclusive, worldwide, perpetual and royalty free. InBulk is prohibited from sub licensing the rights granted under the licence. InBulk is entitled to terminate the licence on sixty days prior written notice. The licence will terminate as to particular unregistered intellectual property rights if CMH ceases to have rights to the same under the deed of intellectual property ownership and management between CMH and CleanCut dated 11 October 2002.

233

Part VII As indicated in this paragraph 16.1 InBulk owns a one half share of certain drill cuttings patent applications. CleanCut owns the other half share of the relevant patent applications. InBulk does not consider the drill cuttings patent applications to be, or likely to become, material to its business. 16.2 UTI Group The UTI Group has no registered trademarks. Its main trading name is UBC. The following is a summary of the key patents which are, or are expected to become, material to the Groups business: Patent A liner for bulk cargo containers A fluidising mat, container and container liner with such a mat A fluidising mat, container and container liner with such a mat Territory Europe Status Owner Renewal Date (if any) N/A

Application Linertech Limited

UK

Granted

Linertech Limited

15 July 2024

PCT

Application Linertech Limited

N/A

16.3 Save as disclosed in this Document, there are no patents or other intellectual property rights, licenses or particular contracts which are or may be of fundamental importance to the Enlarged Groups business. 17. THE TAKEOVER CODE

17.1 Interests and Dealings 17.1.1 Save as disclosed below, neither Atorka nor any person acting in concert with Atorka nor any directors or associates (as defined in paragraph 17.1.4 below) of any of them nor any person connected with any of them (within the meaning of section 346 of the Act) owned, controlled or was interested, directly or indirectly, in any relevant securities or has rights to subscribe for, or short positions (including under a derivative) in, or an agreement to sell or take delivery of, or right to require another person to purchase or take delivery of, any relevant securities on 15 March 2007 (the latest practicable date prior to the publication of this Document), nor, save as set out below, has any such person dealt for value in any relevant securities or lent or borrowed relevant securities during the disclosure period. Save as disclosed below, there have been no dealings by anyone mentioned above in the Ordinary Shares during the disclosure period. Date 28 February 2006 28 February 2006 12 April 2006 3 July 2006 21 September 2006 Nature of transaction Subscription for Ordinary Shares Purchase Purchase Purchase Purchase TOTAL HOLDING Number of Ordinary Shares 15,000,000 3,150,000 4,500,000 300,000 600,000 23,550,000 Price (pence) 20 22 23 23 17

17.1.2 Save as disclosed in paragraph 3 of this Part VII of this Document, none of the Directors nor any member of their immediate families or related trusts, nor the Company, nor any associate of the Company (as defined in 17.1.4 below) nor any person acting in concert with any of them owned, controlled or (in the case of the Directors and their immediate families) was interested, directly or indirectly, in any relevant securities or has rights to subscribe for, or short positions (including under a derivative) in, or an agreement to sell or take delivery of, or right to require another person to purchase or take delivery of, any relevant securities on 15 March 2007 (the latest practicable date prior to the publication of this Document) nor, has any such person dealt for value in, or borrowed or lent any relevant securities during the disclosure period. Neither the Company nor any of the Directors owned, controlled or was interested, directly or indirectly, in any relevant securities of Atorka or has rights to subscribe for, or short positions (including under a derivative) in, any relevant securities of Atorka on 15 March 2007 (the latest practicable date prior to the publication of this Document). 234

Part VII 17.1.3 Neither Atorka nor the Company nor any associate (as defined in paragraph 17.1.4 below) of Atorka or any of the directors, recent directors, shareholders or recent shareholders of the Company has any arrangement with any person in relation to relevant securities. For the purposes of this paragraph, arrangement includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature which may be an inducement to deal or refrain from dealing or borrow or lend shares. 17.1.4 In this paragraph 17: 17.1.4.1 references to an associate of any company are to: (a) (b) its parent, subsidiaries and fellow subsidiaries, and their associated companies and companies of which such companies are associated companies; connected advisers (as defined in the Code) to it or a company covered in (a) above, including persons controlling, controlled by or under the same control as such connected adviser; its directors and the directors of any company in (a) above (together in each case with their close relatives and related trusts); its pension funds or the pension funds of a company covered in (a) above; and its employee benefit trusts or the employee benefit trusts of a company covered in (a) above; and any investment company, unit trust or other person whose investments an associate (as otherwise defined in this paragraph) manages on a discretionary basis, in respect of the relevant investment accounts;

(c) (d) (e) (f)

17.1.4.2 ownership or control of 20 per cent, or more of the equity share capital of a company is regarded as the test of associated company status and control means a holding, or aggregate holdings, of shares carrying 30 per cent, or more of the voting rights attributable to the share capital of the Company which are currently exercisable at a general meeting, irrespective of whether the holding gives de facto control; 17.1.4.3 relevant securities means the Ordinary Shares and other securities convertible into or exchangeable for, rights to subscribe for and options (including traded options) in respect of, or derivatives referenced to, any of the foregoing and interests in relevant securities shall mean as set out in the definition of interests in securities in the Code; 17.1.4.4 derivative includes any financial product whose value, in whole or in part, is determined directly or indirectly by references to the price of any underlying security; and 17.1.4.5 the disclosure period is the period commencing on 15 March 2006, being the date 12 months prior to the publication of this Document, and ending on 14 March 2007 being the latest practicable date prior to the publication of this Document. 17.2 Middle Market Quotations The following table sets out the middle market quotations for an Existing Ordinary Share, as derived from the AIM Appendix of the London Stock Exchange Daily Official List on the first business day of each of the six months immediately prior to 15 March 2007 (being the latest practicable date prior to the publication of this Document): Date 2 October 2006 1 November 2006 1 December 2006 2 January 2007 1 February 2007 1 March 2007 15 March 2007 Price per Ordinary Share 19.50 17.00 18.00 16.25 21.75 19.25 21.5 235

Part VII 17.3 Responsibility of Atorka Atorka and its directors accept responsibility for the information contained in this Document in relation to themselves. To the best of their knowledge and belief the information contained in this Document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. 17.4 Interests of Atorka The interests of Atorka in the Existing Share Capital of the Company, both immediately prior to and following completion of the Proposals, are as follows: Number of Ordinary Shares Immediately prior to the Proposals (see Note 1) Immediately following the Proposals (see Note 2) 23,550,000 123,537,500 Percentage of Share Capital 24.057% 40.79%

Note 1: prior to the issue of the Placing Shares and the Consideration Shares, and assuming that none of the oustanding Existing Warrants is exercised, none of the Earn Out Shares is issued and none of the Options is exercised. Note 2: assuming none of the outstanding Existing Warrants is exercised, none of the Earn Out Shares is issued and none of the Options is exercised.

18.

GENERAL

18.1 The Companys accounting reference date is currently 30 September. 18.2 Grant Thornton UK LLP has given and not withdrawn its written consent to the inclusion in this Document of its report contained in Part IV(C) in the form and context in which it is included and has authorised the contents of its report for the purpose of Schedule 2 of the AIM Rules. 18.3 CFA has given and not withdrawn its written consent to the issue of this Document with the inclusion in it of its name in the form and context in which it appears. 18.4 Panmure Gordon has given and not withdrawn its written consent to the issue of this Document with the inclusion in it of its name in the form and context in which it appears. 18.5 Except as described in this Document, no persons (excluding professional advisers otherwise disclosed in this Document and trade suppliers) have received, directly or indirectly, from the Company within the 12 months preceding the Companys application for Admission, and no persons have entered into contractual arrangements to receive, directly or indirectly, from the Company on or after Admission: 18.5.1 fees, totalling 10,000 or more; 18.5.2 securities in the Company with a value of 10,000 or more calculated by reference to the Placing Price; or 18.5.3 any other benefit with a value of 10,000 or more at the date of Admission. 18.6 The costs and expenses of, and incidental to, the Placing and Admission are payable by the Company and are estimated to amount to 5 million (excluding VAT) and include corporate finance fees and commissions inter alia. 18.7 The maximum total proceeds which can be raised by the Placing are 28 million and the maximum net proceeds, after deduction of expenses, are 23 million. 18.8 The Ordinary Shares are in registered form and, following Admission, the Ordinary Shares will be capable of being held in uncertificated form. Settlement of the Placing will, at the option of Placees, be within CREST and Ordinary Shares will be delivered into the CREST accounts of such Placees immediately following the commencement of dealings at 8.00 a.m. on 11 April 2007. No temporary documents of title will be issued. Definitive share certificates for Placees not settling through CREST 236

Part VII will be despatched by 18 April 2007. Prior to the despatch of such certificates, transfers will be certified against the register of members of the Company. 18.9 Save as disclosed in this Document, no exceptional factors have influenced the Companys activities. 18.10 Save as disclosed in this Document, there have been no significant recent trends concerning the development of the Companys business since its incorporation. 18.11 The Placing has been underwritten in full by Panmure Gordon. Panmure Gordon is registered in England and Wales as a private limited company under the Act with company number 1742592. Its registered office is at Moorgate Hall, 155 Moorgate, London EC2M 6XB. 18.12 The Placing Price of 20p per Ordinary Share represents a premium of 10p over the nominal value of 10p per Ordinary Share. 18.13 No dividends have been paid by the Company since incorporation. 18.14 There are no arrangements known to the Company restricting the free transferability of its Ordinary Shares. 18.15 Save as disclosed in this Document, there are no arrangements known to the Company the operation of which may at a subsequent date result in a change of control of the Company. 18.16 No public takeover bids in relation to the Company have occurred during the Companys last and current financial year. 18.17 Mandatory Takeover Rules The City Code is issued and administered by the Panel on Takeovers and Mergers. The City Code applies to all offers for public companies which have their registered office in the UK, Channel Islands or the Isle of Man and which are considered by the Panel on Takeovers and Mergers to have their place of central management and control in the United Kingdom, Channel Islands or the Isle of Man. The City Code therefore applies to the Company. Under Rule 9 of the City Code, where: (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested), carry 30 per cent. or more of the voting rights of a company subject to the City Code; or (ii) any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company subject to the City Code, but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any persons acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, he will (except with the consent of the Panel on Takeovers and Mergers) be obliged to make a general offer to shareholders to purchase their shares for cash at the highest price paid by him or any person acting in concert with him during the twelve months prior to the announcement of such offer. Depending on the circumstances, the persons acting in concert with him may also have the obligation to extend an offer. For the purposes of the City Code, persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Certain categories of person will be deemed or presumed to be acting in concert for these purposes in accordance with the definition set out in the City Code. Control means an interest or interests in shares carrying in aggregate 30 per cent. or more of the voting rights of the company, irrespective of whether such interest or interests give de facto control. 18.18 Squeeze-Out/Sell-Out Rules If a takeover offer (as defined in section 428(1) of the Act) is made and the offeror, by virtue of acceptances of such offer, acquires or contracts to acquire not less than nine-tenths in value of the 237

Part VII shares of any class to which the offer relates, then the offeror would have the right to acquire compulsorily the remaining shares of the minority shareholders for the offer price within a fixed period. In such circumstances, the minority shareholders also have the right to require the offeror to buy their shares at the offer price within a fixed period. 18.19 Third party information contained in this Document has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. 19. AVAILABILITY OF THIS DOCUMENT

The following documents or copies thereof are available for inspection at the offices of CFA, Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL during normal business hours on any weekday (Saturdays and public holidays excepted) and shall remain so available for at least one month after Admission. 19.1 the memorandum and articles of association of the Company; 19.2 the service contracts of Bill Thomson, Koert van Wissen, Roel Molenaar and Scott Cunningham, being the Executive Directors of the Company; 19.3 the material contracts of the Company and Atorka referred to in this Part VII of this Document; 19.4 the letter from Grant Thornton set out in Part IV of this Document; 19.5 the audited consolidated accounts of the Company for the financial periods ended 31 December 2005 and 30 September 2006; 19.6 the written consent of City Financial Associates Limited; 19.7 the written consent of Panmure Gordon (Broking) Limited; 19.8 the written consent of Grant Thornton UK LLP; 19.9 the irrevocable undertakings to vote in favour of the Resolutions from Jim McColl, Bill Thomson, Koert van Wissen, Roel Molenaar, Alex Stewart, Graham Lees and Uberior Equity Limited; and an irrevocable undertaking to vote in favour of Resolution 1 from Atorka; 19.10 the memorandum and articles of association of Atorka; 19.11 the audited consolidated accounts of Atorka for the last two financial years; 19.12 full list of dealings of Atorka; 19.13 a copy of this Document. 16 March 2007

238

Part VII

INTERBULK INVESTMENTS PLC

(Incorporated in England and Wales with Company Number 05308244) (the Company)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at 1 Redwood Crescent, East Kilbride, Glasgow G74 5PA on 10 April 2007 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolution 1 will be proposed to be passed as a special resolution and Resolution 2 will be proposed to be passed as an ordinary resolution (to be voted on a poll): 1. THAT, subject to and conditional on Resolution 2 set out in this Notice having been passed and subject to and conditional on Admission (as defined in the admission document issued by the Company on 16 March 2007 of which the Notice of Extraordinary General Meeting containing this resolution forms part (the Admission Document)): the acquisition by the Company of 957,263 ordinary shares of 10p each, 12,381,920 preferred ordinary shares of 10p each and 89,682 ordinary B shares of 10p each in United Transport International Limited (UTI) (being all the shares in its issued share capital), on the terms set out in the Admission Document, be and is hereby approved; the authorised share capital of the Company be and is hereby increased from 20,000,000 to 40,000,000 by the creation of an additional 200,000,000 new ordinary shares of 10p each, each having the same rights in all respects to the existing ordinary shares of 10p each in the capital of the Company; the directors be and are hereby generally and unconditionally authorised pursuant to section 80 of the Companies Act 1985 (as amended) (the Act) (and in substitution for any existing power to allot relevant securities) to exercise all the powers of the Company to allot relevant securities (as defined in subsection 80(2) of the Act) up to a maximum nominal amount of 33,944,654 during the period commencing on the date of the passing of this resolution and expiring five years from the date of the passing of this resolution, but so that this authority shall allow the Company to make, before the expiry of this authority, offers or agreements which would or might require relevant securities to be allotted after such expiry and notwithstanding such expiry the directors may allot relevant securities in pursuance of such offers or agreements; the directors be and are hereby empowered pursuant to section 95 of the Act to allot equity securities (as defined in section 94 of the Act) pursuant to the authority given in accordance with section 80 of the Act referred to in paragraph 1.3 of this resolution, as if subsection 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities or the transfer of equity securities which are held by the Company in treasury: (i) in connection with or the subject of an offer or invitation, open for acceptance for a period fixed by the directors, to holders of ordinary shares and such other equity securities of the Company as the directors may determine on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto (including equity securities which, in connection with such offer or invitation, are the subject of such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or otherwise howsoever); pursuant to the terms of any share option scheme adopted by the Company, and any shares acquired or held by the Company in treasury may be transferred in satisfaction of the exercise of options under any such share option scheme;

1.1

1.2

1.3

1.4

(ii)

239

Part VII (iii) (iv) (v) pursuant to the Existing Warrants and the Proposed Warrants (as defined in the Admission Document); in connection with the Placing (as defined in the Admission Document); and (otherwise than pursuant to sub-paragraphs (i), (ii), (iii) and (iv) above) up to an aggregate nominal amount of 1,514,460,

and shall expire at the conclusion of the Annual General Meeting of the Company in 2008, or, if earlier, on the date falling 15 months after the date of the passing of this resolution, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry the directors may allot equity securities in pursuance of such offers or agreements and all authorities previously conferred under section 95 of the Act be and they are hereby revoked, provided that such revocation shall not have retrospective effect. 2. THAT, the waiver granted by the Panel on Takeovers and Mergers, conditional on the passing of this Resolution on a poll by the Independent Shareholders (as defined in the admission document issued by the Company on 16 March 2007 (the Admission Document)), of the obligation that would otherwise arise on Atorka, (as defined in the Admission Document) to make a general offer to the shareholders of the Company pursuant to Rule 9 of the Takeover Code for the entire issued share capital of the Company as a result of the issue of 99,987,500 Ordinary Shares (as defined in the Admission Document) to Atorka pursuant to the Proposals (as defined in the Admission Document) which, together with Atorkas existing holding of 23,550,000 Ordinary Shares, will represent approximately 40.79 per cent. of the Enlarged Share Capital (as defined in the Admission Document), be and is hereby approved.

By Order of the Board Scott T Cunningham Company Secretary Dated: 16 March 2007 Registered Office: 1 London Wall London EC2Y 5AB

Notes: 1. A member of the Company entitled to attend and vote at the meeting may appoint one or more proxies to attend and (on a poll) vote in place of him. A proxy need not be a member of the Company. 2. 3. A Proxy Form is provided with this notice. Completion and return of such a proxy will not prevent a member from attending the meeting and voting in person. To be effective the Proxy Form and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be deposited with the Companys registrars, Capita Registrars, at Proxy Processing Centre, Telford Road, Bicester OX26 4LD or by hand to The Registry, 34 Beckenham Road, Kent BR3 4TU, not later than 11 a.m. on 8 April 2007. The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members of the Company entered on the register of members of the Company at 11 a.m. on 8 April 2007 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members of the Company after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.

4.

240

sterling 87391