Residential Property Investment Proposal

Management Incentive

In order to give the Founders an incentive to maximise the investment opportunities available to the Companies the Founders have been issued with shares which will give them the opportunity to participate in the Companies provided that certain levels of growth are achieved.

Consequently, the Founder shares will not participate in any growth until, following a sales or liquidation of the relevant Company, Investors have had returned to them the gross amount of their investment (i.e. 100p per share) and a further 5p per share per annum.

Thereafter, any excess will be split as to 70% for Investors and 30% for the Founders. The return to Investors is nevertheless subject to the performance of the Companies and, therefore, there is no guarantee that Investors will realise the sum originally invested (see Risk Factors, page 12).