Baillie Gifford will be paid an annual management fee, covering investment management, company secretarial and administration services based on the Company.' market capitalisation to enhance alignment with Shareholder returns. The fee will be: (i) 0.70% up to and including the first GBP100m of market capitalisation; plus (ii) 0.65% of market capitalisation on the next GBP150m; plus (iii) 0.55% of market capitalisation in excess of GBP250m. There will be no performance fee provisions. Baillie Gifford has agreed to waive its investment management fee for the first six months following its appointment as a contribution to the costs that the Company will bear in respect of the Proposals.