Extracts from Annual Report and Accounts

Brewin Dolphin Holdings PLC

(the "Company")

23 December 2011

Extracts from the Company's Annual Report & Accounts for the 53 week period to 30 September 2011

The following represents extracts from the Company's Annual Report & Accounts for the 53 week period to 30 September 2011. The full Annual Report and Accounts can be accessed via the Company's website at www.brewin.co.uk. Copies are in the process of being posted to shareholders.

Annual Report Page 3

Highlights

(from continuing operations)

* these figures have been adjusted to exclude redundancy costs, additional FSCS levy, contract renewal payments, acquisition of subsidiary costs and amortisation of client relationships.

Annual Report Page 4

Business Review: Executive Chairman's Statement

I am pleased to report that your Company has delivered a resilient performance, despite turbulence across the financial markets worldwide and the effect on the UK of the continuing difficulties in many countries. Combined with our clear focus on the individual requirements of our clients the scale of our operation underpins Brewin Dolphin's ability to retain and attract clients.

With 41 offices throughout the UK, the Channel Islands and Ireland, our business has made good progress. The total income for the year from continuing operations is up by 10% from £240.0 million to £264.0 million and pre tax profit from continuing operations (excluding redundancy costs, additional FSCS levy, contract renewal payments, acquisition of subsidiary costs and amortisation of client relationships) was £39.6 million, a 1% increase on the previous year.

Funds under Management at the year end were £24 billion, 3.4% higher than last year. This increase is wholly attributable to the increase in funds under discretionary management. During the same period the FTSE 100 fell by 8.4% and the APCIMS Private Investor Series Balanced Portfolio fell by 3.8%.

Investment Management

There have been significant developments in our office network this year.

One is the acquisition of Tilman Brewin Dolphin Limited (formerly Tilman Asset Management Limited) in Dublin. We have long believed that there is a strong demand in the Republic of Ireland for the services that Brewin Dolphin offers. We have known Tilman for many years and we have every confidence that it will prove to be an important addition. Tilman Brewin Dolphin manages €0.9 billion funds on behalf of clients and its style and modus operandi fit well with our ethos and approach.

Another development is the imminent opening of an important new office in Bristol. Bristol is a significant city where we were not represented. This closes a noticeable gap in our national coverage.

We now have a network that is of sufficient size to give us good coverage throughout the UK and we continue to attract new teams in a number of locations, including Glasgow, Leeds and London this year.

We have also doubled our Charity team in London and have risen to 9th place in the top 50 Charity Managers survey 2011 by the Charity Finance Magazine.

Dividend

The Board is proposing a final dividend of 3.55p per share to be approved at the AGM in February 2012 and paid on 10 April 2012. This will bring the total dividend for the period to 7.1 p in line with the dividend paid last year.

Regulation

This year we were required to pay a dramatically higher Financial Services Compensation Scheme levy in excess of £6 million (2010: £0.6 million). This related largely to the failure of Keydata. While clearly a charge of this nature is not something that any company would relish, or indeed anticipate, it is important that investors are provided with appropriate redress when the industry has clearly failed them. However, it is important to note that this is only part of the ongoing and increasing cost of regulation. Much work is being done in the United Kingdom and Europe regarding regulatory reform and Brewin Dolphin is fully engaged in the process. We hope that the eventual outcome of a number of important Parliamentary committee hearings and industry inquiries will lead to more efficient and suitable regulation for private investors and greater confidence in the industry as a whole.

Annual Report Page 5

Board Changes

I am pleased to announce some changes of responsibility within your Board. Henry Algeo has been appointed Chief Operating Officer and has responsibility for Business Support; Information, Communication and Technology; Facilities and Change Management. Henry brings much knowledge and experience to this role in both the operational and client facing sides of our industry. Ben Speke has taken responsibility for Human Resources to add to his Training & Competence and Health & Safety responsibilities. The Board has great confidence in both Henry and Ben and expects that they will bring many improvements to these vital areas of the business.

It has already been announced that our Deputy Chairman, Nick Hood, will retire from the Board at the forthcoming AGM. Nick has been Deputy Chairman since the summer of 2005, having first joined the Brewin Dolphin Board in 2000. He has been a member of the Audit Committee, the Remuneration Committee and the Nomination Committee, chairing the latter two as well as being Senior Independent Director. During his time on the Board he has been unstinting in his efforts and most generous with his time, and he has consistently provided very welcome advice. I am pleased to inform you that your Board has decided to ask Simon Miller to take on the role of Deputy Chairman and Senior Independent Director with effect from the end of our AGM. The search is well underway for two new Non-Executive Directors.

The process has also begun to search for a candidate to take on the role of Finance Director ahead of the anticipated retirement of Robin Bayford. Robin will be a difficult man to replace. He has been Finance Director since the Company floated in 1994 and his contribution to the Company for over 25 years is incalculable. A final date for Robin's departure is yet to be established and shareholders will be made aware of this in due course.

Strategy

Our focus on cost control to achieve efficiencies is undiminished. During the year we undertook a major strategic review of our investment management activities. As a result of this we are concentrating on the dual targets of reinforcing for the long term our continuing high standard of service to clients, and at the same time re-engineering our processes to improve the return to shareholders. It will take three years to achieve maximum benefits for shareholders, by which time we intend to have increased our operating margin to over 20%. Six months into the project, we are on time and on budget. These strategic initiatives will be delivered without increasing our capital expenditure run rate of recent years, and a much fitter and more responsive Brewin Dolphin will emerge. This will enable us to seize the increasing opportunities in our sector.

Last year, we announced our decision to focus on our core investment management business and are progressing with the disposal of our Corporate Advisory & Broking division to N+1. Disposing of a division rather than a clearly identifiable legal entity is inevitably a lengthy legal process and I would like to record my appreciation for the hard work and patience of all those involved.

Outlook

At the time of writing stock market sentiment remains fractious with the euro zone debt crisis and the possibility of another recession causing concern. However it is your Board's belief that long-term equity investments will continue to have an important role in the wealth management market.

The work undertaken as a result of our strategic review will improve the service to clients and the return to shareholders. With this in mind, your Board looks to the future with cautious optimism.

Jamie Matheson

6 December 2011

Annual Report Page 6

Business Review: Investment Management

DAVID McCORKELL - EXECUTIVE DIRECTOR - HEAD OF INVESTMENT MANAGEMENT

Investment Management has performed well in what has been a volatile year for global financial markets. Our performance has been supported by our position as one of the UK's largest independent private client portfolio managers, with a network of over 40 offices and since August 2011, one in the Republic of Ireland.

Investment Management has seen its total income grow by 10% to £264.0 million in 2011 and operating profits excluding redundancy costs, additional FSCS levy, contract renewal payments, acquisition of subsidiary costs and amortisation of client relationships rose by 0.7% to £39.1 million.

This is analysed as follows:

* excluding redundancy costs, additional FSCS levy, contract renewal payments, acquisition of subsidiary costs and amortisation of client relationships

Income comprises:

The split of income and profits between Discretionary and Advisory portfolio management:

Fee, interest and other recurring income has increased by 16.3% (2010: 24%) to 61% of total revenue (2010: 57%) whilst commission rose by 1.4% (201 0:10%). The trend towards Discretionary management in recent years has continued with the level of recurring income increasing.

Funds under Management (FUM)

* Tilman Brewin Dolphin Limited

Excluding the acquisition of Tilman Brewin Dolphin Limited (formerly Tilman Asset Management Limited), there was an inflow of new FUM of £1 .9 billion of which 84% was under discretionary mandates; discretionary funds under management have grown by 10.9% above the APCIMS Private Investor Balanced Portfolio Index and the growth in value of total funds under management has exceeded the APCIMS Private Investor Balanced Portfolio Index by 3.8%.

During the period, the FTSE1 00 Share Index and the APCIMS Private Investor Balanced Portfolio Index fell by 8.4% and 3.8% respectively.

The Business

During the year, five new Investment Management teams have been added to the Group, including a new Charities team in London which will be followed by further specialist charity investment managers before the end of 2011. Our enhanced charities department is now well placed to provide both the investment management and added value services increasingly required by charities, many of whom themselves are under considerable pressure in the current climate. This business is expected to develop further following this expansion

Annual Report Page 7

The offices in Marlborough, Manchester, Cardiff and Leicester have moved to bigger and more suitable premises, our Keswick office has relocated to Penrith and we will be opening a branch in Bristol. The office in Llandudno has now closed. The Group has opened an office in Dublin following the acquisition of Tilman Brewin Dolphin Limited.

Currently there are a total of 643 FSA Approved Persons of which 531 are FSA Registered CF30 Client Executives, Investment Managers and Financial Planners around the country. The business could not function without their efforts and those of their support staff and I thank them all for their dedication to their clients during what has not been an easy year.

In my last report I mentioned the Retail Distribution Review (RDR) and I am confident the remaining client executives who have not yet completed the required professional qualifications will have achieved them by the end of 2012. RDR will bring fundamental changes for most of our industry and alter the way all advisers to private investors manage their businesses. We believe these changes will bring opportunities to Brewin Dolphin.

Early in the year, an independent survey of our clients was commissioned. We were very pleased to achieve an overall satisfaction level of 83% and to learn that 76% of our clients are likely to recommend us to others. Building on the strength of these findings, we instigated the major strategic review that we announced at the time of our interim report. This project will mean considerable change for our Investment Management business and enable Brewin Dolphin to provide a more efficient service to more clients in the future.

On 1st October 2011, a new national charging structure for all new Discretionary and Advisory Managed clients was introduced. During the 2011/12 financial year, existing clients will transfer to these new rates. As part of this repricing policy, trail commission will no longer be accepted from unit trust providers and will be switching retail units to non trail paying units in the coming months. The new structure will be more transparent and efficient and above all, fair to all our clients.

The systems used by our Investment Managers will also be changed over the next two years. Investment Managers will be provided with up to date technology which will enable them to manage client portfolios in a more efficient way and to provide an enhanced reporting service to all our clients. This also presents an opportunity to review the systems structure in our business support areas, which will allow the creation of more efficient processes.

Financial Planning, by client demand, has become an important part of Brewin's business and the number of Financial Planners around the Group will be expanded, so that all offices will provide this service in due course.

The Business Development team has had an excellent year. The team introduces Brewin Dolphin services to Independent Financial Advisers (IFAs) and other professional intermediaries around the UK. The team has introduced £482 million of new business in the year, an increase of 27% on last year; increasing demand for these services in the run up to RDR is expected.

Building brand awareness through targeted advertising and sponsorship of national and local events close to many of Brewin's offices has continued throughout the year. Highlights have included a Show Garden at the Chelsea Flower Show in aid of the British Heart Foundation, and supporting the national tour of Zulu War Talks for Help for Heroes. This has resulted in a steady flow of new business leads. Next year Brewin's will be celebrating its 250th Anniversary and marketing activities and our sponsorship of charitable events around the country will be increased as part of these celebrations.

Our Investment Managers have provided an excellent service to their clients during the year and we are determined that we will continue to provide bespoke investment management in an ever changing regulatory environment.

Annual Report Page 8

Business Review: Aims, Strategy And Objectives

The Brewin Dolphin Vision

To be the leading independent Investment Management business maintaining trust through complete integrity, fair treatment of all our clients and offering a bespoke service which adds value through personal contact.

Mission

To grow our business to the benefit of our shareholders by maintaining the quality and increasing the depth of service rendered to our clients.

Objectives

Annual Report Page 9

Business Review: Key Performance Indicators ("KPIs")

The main KPIs used by management are:

Measurement of KPIs

Detailed team performance was reasonable considering market conditions.

• The aggregate team return on funds under management was as follows:

The above small fall was predicted last year. It is anticipated that the introduction of a national rate card from 1 October 2011 for new clients will reverse this fall in 2012. The new rates will be brought in for existing clients during 2012, when trail commission will be phased out, improving transparency for our clients.

• Business facing income to fixed salary ratios were as follows:

A slight improvement.

• Overheads and business support costs as a percentage of income were as follows:

Overhead and business support costs remain disappointingly high. This year fixed overheads include the cost of the Group investing £3m in the previously announced major strategic review. The results of this review are scheduled to roll out over the next three years to improve margins and provide enhanced services to our clients.

• Staff turnover ratios

Front office staff losses were 10.4% in 2011 (2010: 8%) with gains of 14.5% (2010: 14%).

Targets

The primary target is to grow discretionary funds by 5% p.a. above market movement shown by the FTSE 100 index. This year we have exceeded the movement in the FTSE 100 by 20%, 15.5% if one takes out the Tilman Asset Management Limited acquisition (2010: 8%).

The secondary target is to increase our operating margin to over 20% over a three year period from 1 April 2011.

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Business Review: Finance

The Group

The Brewin Dolphin Group's principal operating company is Brewin Dolphin Limited ("BDL"), which is regulated by the Financial Services Authority ("FSA"). BDL's main business is that of an Investment Manager. Tilman Brewin Dolphin Limited is the Group's Irish subsidiary based in Dublin. It is also operating as an Investment Manager and is regulated by the Central Bank of Ireland.

Competition and Markets

BDL is one of the UK's largest independent Investment Managers. The investment management market is a growing sector, competition is relatively fragmented and price competition is low.

Long Term Value

The Group has consistently over the years enhanced the long term value of the business by building funds under management, especially discretionary funds which are far more highly valued by the market. To this effect while total funds were £1 6bn in 2001, of which £4bn were discretionary, at the end of September 2011 total funds were £24bn of which £1 6bn were discretionary.

Results for 2011 Financial Year

The performance of continuing operations in the period is set out below (see note 13 to the financial statements for discontinued operations):

¥ these figures have been adjusted to exclude redundancy costs, additional FSCS levy,

contract renewal payments, acquisition of subsidiary costs and amortisation of client relationships.

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Business Review: Finance (continued)

Pension Fund

The actuarial gain on the pension fund this year was £2.8m (2010: loss £1.9m). Under IAS19, large annual fluctuations will occur. The Government passed legislation during the year to change the statutory inflation measure for pensions from Retail Price Index (RPI) to Consumer Prices Index (CPI). The change in the inflation measure has led to a reduction in defined benefit obligation of £1.3m out of the £2.8m. The Group has agreed to make additional pension contributions of £3 million per annum with the aim of paying the deficit off over the next 7 years.

Profit Dynamics

The Group has substantial operational gearing arising from its fixed cost base, mitigated by geared profit share. It is estimated that the Group would break even after measured cost reductions, other things being equal, at a FTSE 100 index level of 2,500 (2010: 2,500).

Resources available to the Group

The Group's main resource is its staff: (see note 7 to the financial statements) located in 40 offices around the U.K. and one in the Republic of Ireland.

Investment Management is broken down into small profit centres, in excess of 150, for profit share purposes. Normally the senior members of each team have a shareholding in the Group, which is material to them, so that the long-term interest of the Group is more important than any one year's profit share. Individual team figures, both as to profit and return on funds, are reported in the Group Management Accounts. It is an absolute rule that a loss in one profit centre does not impinge on other centres, although such losses do reduce Group Management's profit share.

Significant Relationships

No client provides more than 2% of the Group's revenue. The Group has two main suppliers of computer software, but is in the process of replacing these suppliers with new entities.

Corporate Responsibility

Environmental, Health and Safety, Social and Community responsibility and Employment Issues are discussed in the Directors' Report, key employment policies are dealt with in the Directors' Remuneration Report.

Dividend

The Board has maintained the total dividend for the period at 7.1p per ordinary share (2010: 7.1p).

Cash Flow and Capital Expenditure

2011 saw a net cash outflow of £1.8m (2010: inflow £21.9m) after paying the £6.1m (2010 £0.6m) additional FSCS levy. There was a £32.9m (2010: £45.1m) inflow of funds from operating activities (a figure calculated net of the FSCS levy). £7.9m (2010: £8.3m) of cash was spent on acquiring teams of Investment Managers and their client relationships, and £8.3m (2010: £13.6m) on computer software and other, mainly computer related, fixed assets.

The purchase of Tilman Asset Management Limited for 100% share consideration resulted in a cash injection to the Group of £5.8m. While purchase of the Group's shares for both the Deferred Profit Share Scheme and Share Incentive Plan resulted in an outflow of cash of £10.6m (2010: £0.1m), against this the issue of shares in the year led to a cash inflow of £2.4m (2010: £14.6m).

Dividends paid in the period came to £16.3m (2010: £16.0m).

Capital Structure, Treasury Policy, Liquidity and Capital Requirement

At 30 September 2011 the Group had net assets of £154.8m (2010: £141.6m). Net assets excluding intangible assets and shares to be issued of £68m (2010: £65m) broadly represent the Group's capital for regulatory purposes. These net assets were largely represented by net cash and cash equivalents of £85m (2010: £87m), including £21m (2010: £25m) of client settlement money. The Group has an agreed overdraft facility of £15m (2010: £15m). At the period end the Group had a surplus of net assets for regulatory capital adequacy purposes of £24.1m (2010: £24.3m).

Our policy is to hold 90% of our clients' and Group's money only at major UK clearers. Our client money is segregated under client money rules.

Client stock is also ring fenced in our nominee companies. Stock is settled via the Crest System which is owned by Euroclear a highly rated bank, and, in the case of foreign stock, the Bank of New York.

Annual Report Page 13

Market risk, foreign currency risk, liquidity risk, interest rate risk, and credit risk are small and set out in detail in note 26 to the financial statements.

Post Balance Sheet Events

There have been no material post balance sheet events.

Accounting Policies

There were no changes in accounting policies during the year.

Going Concern

As outlined above under profit dynamics, the Group has substantial operational gearing arising from its fixed cost base, mitigated by geared profit share. It is estimated that the Group would break even after measured cost reductions, other things being equal, at a FTSE 100 index level of 2,500 (2010: 2,500). The Group has errors and omission insurance of £100 million and on average has cash balance of £45 million.

The Group's business activities, performance and position, together with the factors likely to affect its future development, are set out in this Business Review which also describes the financial position of the Group including its liquidity position and borrowing facilities.

The Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit risk and liquidity risk are described in note 26 to the financial statements.

The Directors believe that the Group is well placed to manage its business risks successfully. The Group's forecasts and projections, taking account of possible adverse changes in trading performance, show that the Group should be able to operate within the level of its current financing arrangements. Accordingly, the Directors continue to adopt the going concern basis for the preparation of the financial statements.

Robin Bayford

Finance Director

6 December 2011

Annual Report Page 14

Business Review: Risks and Uncertainties

Risks to the business are reviewed by the Risk Management Committee and monitored by Investment Management Risk and Controls Committee and the Corporate Advisory and Broking Risk and Controls Committee; they are formally reviewed by the Board twice a year. The Group's risk management policies and procedures are also discussed in the Corporate Governance Statement and financial risks and risk management form part of note 26 to the financial statements. The principal risk to the business remains adverse movements in the market in the short term.

At the Board meeting in October 2011 the following major financial and non financial risks were identified or reconfirmed:

Annual Report Page 15

Business Review: Cautionary Statement

This review has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for these strategies to succeed. It should not be relied on by any other party for any other purpose. The review contains forward looking statements these statements are made by the Directors in good faith based on information available to them up to the time of the approval of these reports and should be treated with caution due to inherent uncertainties associated with such statements. The Directors, in preparing this Business Review have complied with s41 7 of the Companies Act 2006.

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Internal Control and Risk Management

The Board undertakes a full review of all aspects of the Group's business, identifies the main risks to the business and identifies the key controls to counter these risks. The Board recognises that its' risk management strategy is essential for achieving good business governance, to protect stakeholders and enhance shareholder value. The Board has adopted a risk-based approach to establish a system of internal control. It reviews its effectiveness periodically, by receiving ongoing reports on internal control from the Audit Committee and the BDL Board which is informed by the established Risk Committees. Day-to-day review and monitoring has been delegated to the Investment Management Risk and Controls Committee ("IMRCC"), Corporate Advisory & Broking Risk and Controls Committee ("CABRCC") and Business Support Risk & Controls Committee of Brewin Dolphin Limited, the activities of which include overseeing and reviewing the controls, monitoring and reporting frameworks and related procedures for risk management.

The Regulation & Risk department and Internal Audit also carry out regular reviews. Full details of the risks considered by the Board are set out in the Business Review: Finance on page 11. Business Continuity Management is now embedded within the business and is reviewed and tested annually. The Board recognises the potential operational and financial losses associated with a service interruption, and the importance of maintaining viable business resilience strategies.

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CORPORATE GOVERNANCE (CONTINUED)

The Directors are responsible for the system of internal control established by the Group, reviewing its effectiveness and reporting to the shareholders that they have done so. They report as follows:

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Directors' Responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation and have also chosen to prepare the parent company financial statements under IFRSs as adopted by the EU. Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

The directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' Responsibility Statement

We confirm that to the best of our knowledge:

By order of the Board

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Independent Auditor's Report

Independent Auditor's Report

to the members of Brewin Dolphin Holdings PLC

We have audited the financial statements of Brewin Dolphin Holdings PLC for the 53 week period ended 30 September 2011 which comprisethe Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Balance Sheet, the Company Statement of Changes in Equity, the Consolidated Cash Flow Statement and Company Cash Flow Statement and the related notes 1 to 36. The financial reporting framework that has beenapplied in their preparation is applicable law and International FinancialReporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's 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 company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion:

Separate opinion in relation to IFRSs as issued by the IASB

As explained in note 3 to the group financial statements, the group in addition to complying with its legal obligation to apply IFRSs as adopted by the European Union, has also applied IFRSs as issued by the International Accounting Standards Board (IASB).

In our opinion the group financial statements comply with IFRSs as issued by the IASB.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

Under the Listing Rules we are required to review:

Simon Hardy

Senior Statutory Auditor

for and on behalf of Deloitte LLP

Chartered Accountants and Statutory Auditor

London, United Kingdom

6 December 2011

Annual Report Page 45

CONSOLIDATED INCOME STATEMENT

53 week period ended 30 September 2011

Consolidated Statement of Comprehensive Income

53 week period ended 30 September 2011

Annual Report Page 46

CONSOLIDATED balance sheet

As at 30 September 2011

Approved by the Board of Directors and authorised for issue on 6 December 2011

Signed on its behalf by

Annual Report Page 47

CONSOLIDATED statement of changes in equity

53 week period ended 30 September 2011

Annual Report Page 48

COMPANY BALANCE SHEET

As at 30 September 2011

Approved by the Board of Directors and authorised for issue on 6 December 2011

Signed on its behalf by

Annual Report Page 49

company statement of changes in equity

53 week period ended 30 September 2011

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consolidated cash flow statement

53 week period ended 30 September 2011

For the purposes of the cash flow statement, cash and cash equivalents include bank overdrafts.

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company cash flow statement

53 week period ended 30 September 2011

Annual Report Page 52

Notes to the Financial Statements

Brewin Dolphin Holdings PLC is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on page 2. The nature of the Group's operations and its principal activities are set out in the Directors' Report and Business Review. The company is registered in England and Wales.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the group operates. Foreign operations are included in accordance with the policies set out in note 3.

In the current year, the following new and revised Standards and Interpretations have been adopted and have had no impact on these financial statements.

- IFRIC 19, 'Extinguishing liabilities with equity instruments'.

- IAS 24 (revised), 'Related party disclosures'

- Amendment to IAS 27, 'Consolidated and Separate Financial Statements (2008)'

- Amendment to IAS 32, 'Financial instruments: Presentation'

- Amendment to IFRS 3, 'Business combinations'

- Amendment to IFRIC 14, 'Pre-payments of a Minimum Funding Requirement'

New standards, amendments and interpretations issued but not effective and yet to be endorsed by the EU are as follows:

- IFRS 9, 'Financial instruments'

- IFRS 10, 'Consolidated financial statements'

- IFRS 11, 'Joint arrangements'

- IFRS 12, 'Disclosures of interests in other entities'

- IFRS 13, 'Fair value measurement'

- IAS 19 (revised 2011) 'Employee benefits'

- IAS 27 (revised 2011) 'Separate financial statements'

- IAS 28 (revised 2011) 'Associates and joint ventures'

- Amendment to IAS 12, 'Income taxes' on 'deferred tax'

- Amendment to IFRS 7, 'Financial instruments: Disclosures'

- Amendment to IFRS 1, 'on hyperinflation and fixed dates'

- Amendment to IAS 1, 'Presentation of financial statements' on 'OCI'

The Group is currently reviewing the impact of these new standards, amendments and interpretations but does not intend to adopt the standards early.

IFRS 9 introduces new requirements for the measurement and disclosure of financial instruments. The Group is yet to assess IFRS 9's full impact.

IAS 19 (revised 2011) makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. The changes will affect the Group and may also increase the volume of disclosures.

The directors do not expect that the adoption of the other standards listed above will have a material impact on the financial statements of the Group in future periods.

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRSs). The financial statements have also been prepared in accordance with IFRSs adopted by the European Union and therefore the Group financial statements comply with Article 4 of the EU IAS Regulation.

The financial statements of the Company have also been prepared in accordance with International Financial Reporting Standards (IFRSs).

The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below.

As discussed in the Business Review, the Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly they continue to adopt the going concern basis in preparing the financial statements.

Annual Report Page 53

The consolidated financial statements incorporate the financial statements of Brewin Dolphin Holdings PLC and all its subsidiary undertakings.

The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired during the period are included in the consolidated income statement from the date of acquisition.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

In the Company's accounts investments in subsidiary undertakings are stated at cost less any provision for impairment.

In accordance with Section 408 of the Companies Act 2006 Brewin Dolphin Holdings PLC has taken advantage of the legal dispensation not to present its own statement of comprehensive income or income statement. The amount of the profit for the financial period dealt with in the financial statements of the Company is disclosed in note 12 to the financial statements.

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the income statement as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant IFRSs. Changes in the fair value of contingent consideration classified as equity are not recognised.

Where a business combination is achieved in stages, the Group's previously-held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3(2008) are recognised at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with lAS 12 "Income Taxes" and lAS 19 "Employee Benefits" respectively;

• liabilities or equity instruments related to the replacement by the Group of an acquiree's share-based payment awards are measured in accordance with IFRS 2 "Share-based Payment"; and

• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations" are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date, and is subject to a maximum of one year.

All securities transactions entered into on behalf of clients are recorded in the accounts on the date of the transaction. The underlying investments are not shown in the financial statements of the Group.

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

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Notes to the Financial Statements (continued)

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

Revenue is measured at the fair value of the consideration received or receivable and represents gross commission, investment management fees, renewal commissions and corporate advisory & broking retainers, other fees plus other income, excluding VAT, receivable in respect of the period.

Investment management fees, renewal commissions and corporate advisory & broking retainers are recognised in the period in which the related service is provided and investment management commissions are recognised when the transaction is performed.

Other fees including corporate finance fees and placing commissions are taken to the income statement when payment is contractually due.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established.

Dividends received and receivable are credited to the income statement to the extent that they represent a realised profit and loss for the Company.

Operating profit is stated as being profit before finance income, finance costs, other gains/losses and tax.

Interest receivable and payable on client free money balances is netted to calculate the Group's share of interest receivable and included under the heading "Other operating income".

Cash and cash equivalents comprise cash at bank and bank overdrafts.

Annual rentals on operating leases are charged to the income statement on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

The Group has applied the requirements of IFRS 2 "Share-based payments".

Equity-settled share-based payments to employees are measured at fair value of the equity instruments at the date of grant. The fair value excludes the effect of non market-based vesting conditions.

Fair value is measured by use of a Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

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The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

i) Goodwill

Goodwill represents the excess of the sum of the consideration transferred, the amount of any non controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest (if any) in the entity over the net of the identifiable assets and liabilities at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not reversed in a subsequent period.

Elements of the total sum of the consideration of an acquisition may be deferred or contingent. In such cases the cost of the acquisition indicates the Company's best estimate of the future consideration likely to be made, discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money, and is revised at each balance sheet date, potentially leading to adjustments in the income statement. Such deferred or contingent consideration may be settled in shares (see note 3(t)).

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is not included in determining any subsequent profit or loss on disposal.

ii) Client relationships

Intangible assets classified as "client relationships" are recognised when acquired as part of a business combination or when separate payments are made to acquire funds under management by adding teams of investment managers. Client relationships are initially recognised at cost and are subsequently measured at cost less accumulated amortisation and any accumulated impairment losses. If acquired as part of a business combination the initial cost of client relationships is the fair value at the acquisition date.

When separate payments are made to acquire funds under management by adding teams of investment managers, elements of the total consideration may be deferred or contingent. In such cases the cost of the recognised client relationships includes the Company's best estimate of the future consideration likely to be made, discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money, and is revised at each balance sheet date. Such deferred or contingent consideration may be settled in shares (see note 3(t)).

Client relationships are amortised over seven to fifteen years, their minimum estimated useful lives.

iii) Computer software

Computer software which is not an integral part of the related hardware is classified as an intangible asset. Costs of acquiring computer software are treated as an intangible asset and amortised over four years on a straight line basis from the date the software comes into use. Computer software developed internally is separately identified and recognised as an intangible asset if it is part of a specifically authorised project which will give probable future economic benefits over a period of not less than four years, and is amortised over four years on a straight line basis from the date the software comes into use.

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Notes to the Financial Statements (continued)

Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment. Depreciation has been provided on the basis of equal annual instalments to write off the cost less estimated residual values of tangible fixed assets over their estimated useful lives as follows:

Computer equipment 3 to 4 years

Office equipment 4 to 10 years

Leasehold improvements to first break clause of lease

Motor vehicles 5 years

The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

All financial assets are recognised and derecognised on trade date, where a purchase or sale of an investment is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets 'at fair value through profit or loss' (FVTPL), 'held to maturity' investments, 'available-for-sale' financial assets and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Financial assets at FVTPL

Financial assets are classified as at FVTPL where the financial asset is held-for-trading or it is designated as at FVTPL. A financial asset is classified as held-for-trading if it has been acquired principally for the purpose of selling in the near future.

Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporate any dividends or interest earned on the financial asset. Their value is determined in the manner described in note 19.

Available-for-sale financial assets (AFS)

Certain shares held by the Group are classified as being available-for-sale and are stated at fair value. Fair value is determined in the manner described in note 19. Gains and losses are recognised directly in other comprehensive income and accumulated in the revaluation reserve with the exception of impairment losses which are recognised directly in profit or loss.

Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the revaluation reserve is reclassified to profit or loss.

Dividends on available-for-sale equity instruments are recognised in profit and loss when the Group's right to receive payment is established.

Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments and are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets.

For listed and unlisted equity investments classified as AFS, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of the impairment.

When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss in the period. In subsequent periods if the amount of impaired loss decreases, in respect of AFS equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income.

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Amounts due to and from counterparties due to settle on balance are shown net where there is a currently enforceable legal right to set off the recognised amounts and an operational intention to settle net. Amounts due to and from counterparties due to settle against delivery of stock are shown gross.

Financial liabilities and equity are classified according to the substance of the contractual arrangements entered into.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'. Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as at FVTPL.

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

Shares to be issued represent the Company's best estimate of the amount of ordinary shares in the Company, which are likely to be issued following business combinations or the acquisition of client relationships which involve deferred payments in the Company's shares. The sum is discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and is revised annually in the light of actual results. The resulting interest charge from the unwind of the discount is included within finance costs. Where shares are due to be issued within a year then the sum is included in current liabilities. Where the team of investment managers, bringing with them funds under management, have not yet joined and the client relationships assets have not been brought into use, the resultant liability is shown as an amount contracted for but not provided in the accounts.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Group's obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

For defined benefit retirement benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in full in the period in which they occur. They are recognised outside the profit or loss and presented in other comprehensive income.

Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation, as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Goodwill is tested for impairment at least annually. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. 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 for which the estimates of future cash flows have not been adjusted.

For the purposes of impairment testing, client relationships and goodwill are allocated to each of the Group's cash-generating units. Fair value is established by valuing clients' funds under management in each of the cash-generating units based on the value of funds under management at the period end; the percentages of funds being used depending on values attributed in recent public transactions for the purchase of advisory and discretionary funds. If the carrying amount relating to any cash-generating unit exceeds the calculated fair value less costs to sell, a value in use is calculated using a discounted cash flow method. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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Notes to the Financial Statements (continued)

If the recoverable amount of any asset other than client relationships or goodwill is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.

An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation and are discounted to present value where the effect is material.

Where some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that the reimbursement will be received and the amount receivable can be measured reliably.

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6. Segmental information

For management purposes, the Group is divided into two business streams: Investment Management and Corporate Advisory & Broking which is being discontinued (see note 13). These form the reportable segments of the Group.

Until the 1 August 2011, all operations were carried out in the United Kingdom and the Channel Islands. On 1 August 2011, the Group acquired Tilman Asset Management Limited (see note 35) which is based in Republic of Ireland. This income is reported as part of the Investment Management business stream. All segment income relates to external clients.

The accounting policies of the operating segments are the same as those of the Group.

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Notes to the Financial Statements (continued)

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Notes to the Financial Statements (continued)

9. Finance income and finance costs

10. Other gains and losses

11. Taxation

United Kingdom corporation tax is calculated at 27% (2010: 28%) of the estimated assessable taxable profit for the period. The Finance Act 2011 received royal assent on 19 July 2010 and reduced the corporation tax rate to 26% (28%) from 1 April 2011.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

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11. Taxation (continued)

The charge for the year for continuing operations can be reconciled to the profit per the income statement as follows:

In addition to the amount credited to the income statement, deferred tax relating to the revaluation of the Group's available-for-sale investments amounting to £56,000 (2010: £1,177,000) has been credited directly to equity and deferred tax relating to the actuarial gain/(loss) in the defined benefit pension scheme amounting to £719,000 (2010: £507,000 credited) has been debited directly to equity. Deferred tax on share-based payments of £75,000 (2010: £145,000 credit) has been debited directly to equity.

The Group's operating subsidiary, Brewin Dolphin Limited, signed an agreement on 11 May 2011 for the disposal of its Corporate Advisory and Broking Division to a new partnership called N+1 Brewin. Completion of the disposal is subject, inter alia, to receipt of certain regulatory authorisations for the new entity. The disposal has not yet completed but it is anticipated that it will be in January 2012.

The Group will receive nominal goodwill consideration of £4m for the disposal by way of a 14% preferred interest in N+1 Brewin.

The Corporate Advisory and Broking Division represents a reportable segment of the Group and the effect of the discontinued operation on segment results is disclosed in note 6.

The results of the discontinued operations, which have been included in the consolidated income statement, were as follows:

During the year the division contributed a net cash outflow of £1.1m (2010: £1.8m inflow) to the Group's net operating cash flows.

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Notes to the Financial Statements (continued)

14. Dividends

The proposed final dividend for the 53 week period ended 30 September 2011 of 3.55p per share is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

Under an arrangement dated 1 April 2011, EES Trustees International Limited (the "Trustee") who holds 6,857,822 number of ordinary shares representing 2.82% of the Company's called up share capital has agreed to waive all dividends due to the Trustee.

15. Earnings per share

From continuing and discontinuing operations

The calculation of the basic and diluted earnings per share is based on the following data: