Regulation 2 Interpretation

In these Regulations unless the context otherwise requires—

• “Board of directors” means the Board of directors of Tradepoint;

• “clearing participant” means a member (as defined by this regulation) who is also a member of The London Clearing House Limited and who as such is permitted by the Board of directors and that clearing house to clear transactions made on the Exchange for a traded security;

• “client” means a person who gives instructions to a participant for equity securities to be purchased or, as the case may be, sold on the Exchange;

• “equity securities” means stocks and shares which are issued or raised by a company but does not include stocks and shares issued or raised by a company not incorporated in the United Kingdom unless—

  1. (a)

     they are registered in a register kept in the United Kingdom by or on behalf of the company, or

  2. (b)

     in the case of shares, they are paired, within the meaning of section 99(6A) of the Finance Act 1986^f1, with shares issued by a company incorporated in the United Kingdom;

• “the Exchange” means Tradepoint Investment Exchange;

• “member” in relation to Tradepoint means a person approved by the Board of directors as a participant;

• “nominee” means a person whose business is or includes holding equity securities as a nominee for The London Clearing House Limited acting in its capacity as a person providing clearing services in connection with a transaction made on the Exchange, or as a nominee for a clearing participant (as the case may be);

• “non-clearing participant” means a participant other than a clearing participant;

• “participant” means a participant in the Exchange;

• “section 117” means section 117 of the Finance Act 1991;

• “Tradepoint” means Tradepoint Financial Networks plc.