Shareholder Undertaking, dated as of September 18, 2018

mean the proposed acquisition by or on behalf of the Offeror or any of its subsidiaries of the shares in the Company in accordance with the Announcement (at a price of £19.15 in cash per share, subject to the terms and conditions of the Announcement), which acquisition may be by way of takeover offer (within the meaning of section 974 of the Companies Act 2006) (referred to in this undertaking as the “Offer”) or a scheme of arrangement (under Part 26 of the Companies Act 2006) (referred to in this undertaking as the “Scheme”) and, if made by or on behalf of a subsidiary, all references to the “Offeror” shall be deemed to include that subsidiary; and

include any revision or variation in the terms of any acquisition as referred to in paragraph (i) above which represents, in the reasonable opinion of MMC’s financial advisers no diminution in the value of the Offer or Scheme (as the case may be) to the shareholders of the Company.

we are the beneficial owner of (or are otherwise able to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of), and/or are the registered holder of, the number of ordinary shares of 5p each in the capital of the Company set out in Schedule 1 to this undertaking (the “Shares”, which expression shall include any other shares in the Company issued after the date hereof and attributable to or derived from such shares);

we are not (and none of our affiliates are) interested in any shares or other securities of the Company other than those of which details are set out in Schedule 1 to this undertaking;

we are able to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption, and any other third party rights and interests of any nature;

we shall not prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing:

sell, transfer, charge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any of such Shares or interest in such Shares except under the Acquisition, or accept any offer in respect of all or any of such Shares other than the Offer or vote in favour of any scheme of arrangement in respect of the Shares other than the Scheme; or

(other than pursuant to the Acquisition) enter into any agreement or arrangement or permit any agreement or arrangement to be entered into or incur any obligation or permit any obligation to arise:

in relation to, or operating by reference to, shares or other securities of the Company; or

to do all or any of the acts referred to in paragraph 1(iv)(a) above; or

which would or might preclude us from complying with our obligations under paragraphs 2 or 3,

prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing, we shall not, without the consent of the Offeror, convene or requisition, or join in convening or requisitioning, any general or class meeting of the Company;

prior to the earlier of the Acquisition closing (or, if applicable, becoming effective) or lapsing and with the exception of the Shares, we will not acquire any shares or other securities of the Company (or any interest therein) unless any such shares, securities or interests that are acquired by us are included in the expression “Shares” for the purposes of this undertaking; and

we have full power and authority and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this undertaking in accordance with their terms.

we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote in favour of any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) (“General Meeting”) or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) (“Court Meeting”) which is necessary to implement the Acquisition;

we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote against any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any General Meeting or any Court Meeting which is reasonably likely to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party);

we shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph 2(i) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror’s instructions;

for the purpose of voting on any resolution referred to under paragraph 2(i) and (ii) above, we shall, if required by the Offeror, execute any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the relevant meetings;

without prejudice to paragraph 2(iv), and in the absence of any such requirement by the Offeror, we shall after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the “Scheme Document”) (and without prejudice to any right we have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document; and

we shall not revoke the terms of any proxy executed or returned in accordance with paragraphs 2(iv) and (v), either in writing or by attendance at any General Meeting or Court Meeting or otherwise.

upon the Offer being made, we will be able to accept or, where applicable, procure the acceptance of the Offer in respect of the Shares and to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer becomes unconditional in all respects;

we shall as soon as possible and in any event within seven days after the posting of the formal document containing the Offer (the “Offer Document”) (or, in respect of any shares allotted to us after the posting of the Offer Document, within seven days of such allotment) duly accept or procure acceptance of the Offer in accordance with its terms in respect of the Shares and, in respect of any Shares held in certificated form, shall forward the relevant share certificate(s) to the Offeror or its nominated representative (or a form of indemnity acceptable to the directors of the Company in respect of any lost certificate(s)) at the time of acceptance and, in respect of any Shares held in uncertificated form, shall take any action which may be set out in the Offer Document to effect the acceptance of the Offer and transfer to you of the Shares;

notwithstanding that the terms of the Offer Document will confer rights of withdrawal on accepting shareholders, we shall not withdraw any acceptance of the Offer in respect of the Shares or any of them and shall procure that no rights to withdraw any acceptance in respect of such Shares are exercised;

the Shares shall be acquired by the Offeror on the Acquisition closing free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) where any such distribution is declared, made or paid on or after the date on which the Offer becomes unconditional in all respects; and

on your reasonable request, we shall promptly supply you with all information at our disposal required by you in connection with the Offer in order for you to comply with the Code and the rules and requirements of the UKLA, the London Stock Exchange, the Panel on Takeovers and Mergers, the Companies Act 2006 and any legal or regulatory requirements and promptly notify you in writing of any material change in the accuracy or import of any information previously supplied to you by us.

The obligations and provisions set out in this undertaking apply equally to the persons from whom we are to procure votes in respect of the Shares in favour of the resolutions to implement the Acquisition pursuant to paragraph 2(i) above or acceptance of the Offer pursuant to the terms of paragraph 3(i) above (as the case may be) and we shall procure the observance by such persons of the terms hereof as if they were each specifically a party hereto.

We consent to the issue of an announcement incorporating references to us and to this undertaking substantially in the terms set out in the Announcement. We understand that, if the Acquisition proceeds, this undertaking will be made available for inspection during the offer period (as defined in the Code) and that particulars of it will be contained in the Scheme Document or the Offer Document (as the case may be). We undertake to provide you, on your reasonable request, with all such further information in relation to our interest and that of any person connected with us as you may require in order to comply with the rules and requirements of the UKLA, the London Stock Exchange, the Panel on Takeovers and Mergers and the Companies Act 2006 and any other legal or regulatory requirements for inclusion in the Scheme Document or the Offer Document (as the case may be), or any other document required in connection with the Acquisition.

This undertaking shall not oblige the Offeror to announce or proceed with the Acquisition but shall cease to have any effect:

if the Offeror shall not have announced a firm intention to proceed with the Acquisition pursuant to rule 2.7 of the Code by 5.00 p.m. (London time) on 18 September 2018 (or such later date as the Company and the Offeror may agree);

if the Scheme Document or Offer Document (as the case may be) has not been posted within 28 days of the issue of the Announcement (or within such longer period as the Offeror, with the consent of the Panel on Takeovers and Mergers, determines), provided that if the Acquisition was initially being implemented by way of a Scheme and the Offeror elects to exercise its right to implement the Acquisition by way of an Offer, or vice versa, the time period in this paragraph (b) shall be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require);

on the earlier of (I) the Long Stop Date (as defined in the Announcement); or (II) the date on which the Acquisition (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms, provided that this paragraph 4(iii)(c)(II) shall not apply where the Acquisition is withdrawn or lapses as a result of the Offeror exercising its right to implement the Acquisition by way of an Offer in accordance with the Code rather than by way of a Scheme or vice versa; or

the Offeror announces, with the consent of the Panel on Takeovers and Mergers, and before the Offer Document or Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Offer or Scheme (as applicable) is announced by the Offeror in accordance with rule 2.7 of the Code.

Save to the extent that disclosure is required to comply with any applicable law or regulation, we shall keep secret the possibility, terms and conditions of the Acquisition and the existence and terms of this undertaking until the Announcement is released. The obligations in this paragraph 4(iv) shall survive termination of this undertaking.

We understand that the information you have given us in relation to the Acquisition must be kept confidential until the Announcement is released or the information has otherwise become generally available. To the extent any of the information is inside information for the purposes of the Criminal Justice Act 1993 or the EU’s Market Abuse Regulation No 596/2014, we will comply with the applicable restrictions contained therein on dealing in securities and disclosing inside information.

Any time, date or period mentioned in this undertaking may be extended by mutual agreement but as regards any time, date or period originally fixed or extended, time shall be of the essence.

We agree that, if we fail to comply with any of the undertakings contained herein, damages may not be an adequate remedy and accordingly the Offeror may be entitled to the remedies of specific performance, injunction or other equitable relief.

This undertaking shall be governed by and construed in accordance with English law. Any matter, claim or dispute, whether contractual or non-contractual, arising out of or in connection with this undertaking is to be governed by and determined in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts. We irrevocably submit and agree to submit to the jurisdiction of the courts of England. We hereby waive (and agree not to raise) any objection on the ground of forum non conveniens, or on any other ground, to the jurisdiction of the courts of England.