THIS DOCUMENT IS IMPORTANT AND REQUIRES …

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of thisdocument or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financialadviser, stockbroker, bank manager, solicitor, accountant or from an appropriately qualified independent adviser authorised pursuant to the FinancialServices and Markets Act 2000, as amended if you are in the United Kingdom or, if not, from another appropriately authorised independent DOCUMENT which comprises a circular prepared in compliance with Chapter 13 of the Listing Rules and a prospectus relating to Better CapitalLimited and the Firm Placing and Placing and Open Offer, has been prepared in accordance with the Prospectus Rules of the UK Listing Authority(made under section 73A of FSMA) and has been approved by the Financial Services Authority (the FSA ) in accordance with section 85 ofFSMA.

2 A copy of this DOCUMENT has been filed with the FSA in accordance with paragraph of the Prospectus Rules. This DOCUMENT , togetherwith the documents incorporated by reference (as set out in Part 13 of this DOCUMENT ) will be made available to the public in accordance withparagraph of the Prospectus Rules by the same being made available, free of charge, at , at the Company s registered officeand by a written request to the Company s Registrar from its offices, details of which are set out on page 37 of this you sell, have sold or otherwise transferred all of your registered holding of Existing Shares in the Company before the date on which theExisting Shares were marked ex the entitlement to participate in the Open Offer by the London Stock Exchange please send this DOCUMENT , theForm of Proxy and (if applicable)

3 The Non-CREST Application Form at once to the purchaser or transferee or to the stockbroker, bank or otheragent through whom or by whom the sale or transfer was made, for delivery to the purchaser or transferee. However, this DOCUMENT , the Form ofProxy and the Non-CREST Application Form should not be forwarded or sent in, into or from a Restricted Jurisdiction or any other jurisdictionthat may be restricted by law. If you sold or otherwise transferred only part of your registered holding of Shares before the Ex-Entitlements Date,please immediately contact your stockbroker, bank or other agent through whom the sale or transfer was effected and in the case of QualifyingNon-CREST Shareholders, please refer to the instructions regarding split applications set out in the Non-CREST Application Form.

4 If the ExistingShares which were sold or transferred were held in uncertificated form and were sold or transferred before the Ex-Entitlements Date, a claimtransaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Open Offer Entitlements tothe purchaser or distribution of this DOCUMENT and/or the accompanying documents and/or the transfer of Open Offer Entitlements through CREST and/or theoffering of Open Offer Shares into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons into whosepossession this DOCUMENT and/or any accompanying documents comes should inform themselves about and observe any such restrictions.

5 Any failureto comply with any such restrictions may constitute a violation of the securities laws of any such jurisdictions. In particular, subject to certainexceptions, this DOCUMENT , and any accompanying documents should not be distributed, forwarded to or transmitted in or into any RestrictedJurisdiction. The attention of Overseas Shareholders and any person (including, without limitation, stockbrokers, banks or other agents) who hasa contractual or other legal obligation to forward this DOCUMENT into a jurisdiction other than the UK is drawn to paragraph 6 of Part 7(Termsand Conditions of the Open Offer)of this Existing Shares are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange s main market forlisted securities.

6 Application will be made to the UK Listing Authority for the 2012 Shares to be admitted to the Official List (listing category premiumequity closed ended investment funds) and to the London Stock Exchange for the 2012 Shares to be admitted to trading on the London StockExchange s main market for listed securities. It is expected that dealings in the 2012 Shares on the London Stock Exchange s main market willcommence at (London time) on 13 January 2012. The Admission of the 2012 Shares to trading on the London Stock Exchange s mainmarket is conditional upon the Existing Shareholders voting in favour of the Resolutions at the Extraordinary General Meeting. No application hasbeen, or is currently intended to be, made for the Existing Shares and the 2012 Shares to be admitted to listing or traded on any other stock Capital Limited(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended,with registered number 51194 and registered as a Registered Closed-ended Collective Investment Schemewith the Guernsey Financial Services Commission)

7 Recommended proposals relating to the Conversion of the Company into a Protected Cell CompanyFirm Placing and Placing and Open Offer of up to 200 million of the2012 Shares in the Better Capital 2012 Cell at 100 pence per 2012 ShareNotice of Extraordinary General MeetingNumis Securities LimitedSponsor, Broker, Financial Adviser and Global Co-ordinatorThe Directors, whose names appear on page 37 of this DOCUMENT , and the Company accept responsibility for the information contained in thisdocument. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such isthe case), the information contained in this DOCUMENT is in accordance with the facts and does not omit anything likely to affect the import ofsuch should read the whole of this DOCUMENT .

8 In particular, your attention is drawn to the Risk Factors section of this DOCUMENT for a description ofcertain IMPORTANT factors, risks and uncertainties that may affect the Company s business and the 2012 Shares and which should be taken into accountwhen considering whether to vote in favour of the Resolutions or to make an application under the Open Offer or otherwise invest in Shares. Yourattention is also drawn to the letter from the Chairman of the Company set out in Part 1 of this of an Extraordinary General Meeting of the Company, to be held at the offices of Heritage International Fund Managers Limited, HeritageHall, Le Marchant Street, St Peter Port, Guernsey, GY1 4HY on 11 January 2012 at is set out at the end of this DOCUMENT .

9 Shareholderswill find enclosed a Form of Proxy for use at the Extraordinary General Meeting. Shareholders are requested to complete and return the Form ofProxy whether or not they intend to be present at the meeting. To be valid, Forms of Proxy should be completed and signed in accordance with theinstructions printed thereon and returned by post or by hand during normal business hours only so as to reach the Registrar as soon as possible and,in any event, by no later than on 9 January 2012. Return of a Form of Proxy will not preclude a Shareholder from attending and votingat the Extraordinary General Meeting. Proxy appointments and voting directions may also be completed electronically and details are given in theNotice of Extraordinary General Meeting set out at the end of this , which is authorised and regulated in the UK by the FSA, is acting exclusively for the Company and no one else in connection with theConversion and Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of this DOCUMENT )

10 As itsclient in relation to the Conversion or the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than the Companyfor providing the protections afforded to its clients or for providing advice in connection with the Conversion and Firm Placing and Placing and OpenOffer or any other matter referred to in this from the responsibilities and liabilities, if any, which may be imposed on Numis by the FSMA or the regulatory regime establishedthereunder, Numis does not accept any responsibility whatsoever or make any representation or warranty, express or implied, in respect of thecontents of this DOCUMENT , including its accuracy, completeness or verification, in respect of any other statement made or purported to be madeby it, or on its behalf, in connection with the Company, the Open Offer Entitlements, the Shares, the Conversion and Firm Placing or Placing andOpen Offer, and nothing in this DOCUMENT is, or shall be relied upon as, a promise or representation in this respect, whether as to the past orfuture.