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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any

doubt as to the action you should take, you are recommended to seek your own independent financial

advice from a stockbroker, bank manager, solicitor, accountant or other financial adviser authorised

under the Financial Services and Markets Act 2000.

If you are a member and have sold or otherwise transferred all of your Ordinary Shares in JJB Sports plc

("JJB") please send this document, together with the accompanying documents (but not the personalised

Proxy Form), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent

through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

This document does not constitute or form any part of any offer or invitation to sell or issue, or any solicitation

of any offer to acquire any Ordinary Shares or other transferable securities in JJB. Any reproduction of this

document, in whole or in part, and any disclosure of its contents, except to the extent such information is

otherwise publicly available, or use of any information it contains for any purpose other than considering the

resolutions is prohibited.

JJB SPORTS PLC

and

BLANE LEISURE LIMITED

and

each of their CVA CREDITORS (as defined herein)

COMPANY VOLUNTARY ARRANGEMENTS

(under Part I of the Insolvency Act 1986)

This document has been prepared solely to inform creditors and members of JJB and Blane of proposals for

company voluntary arrangements. Nothing in this Proposal should be relied upon for any other purpose. Your

attention is drawn to Paragraphs 12 and 13 of Part I (Introduction) of this document describing the desirability

of the Proposal for creditors and recommending why members should vote in favour of the Proposal.

The action required to be taken by you is set out in Part II (Action to be taken by CVA Creditors and Members).

Formal notices of the creditors' meetings and members' meetings to approve each company voluntary

arrangement and Proxy Forms for voting at these meetings, which are to be held at 11:00 a.m. on 27 April

2009 (in the case of each creditors' meeting) and at 11:00 a.m. on 29 April 2009 (in respect of each members'

meeting), are included within this Proposal. For creditors, please complete and return the relevant Voting &

Notice of Claim(s) sent to you with this Proposal in accordance with the instructions set out in it.

A creditor who is a Closed Premises Landlord may not receive a Payment in respect of a Voting &

Notice of Claim filed after the Claims Date. See Paragraph 10.3 of Part I (Introduction) for an

explanation of the Claims Date.

Issue Date: 6 April 2009

IMPORTANT NOTICE

DIRECTORS

This Proposal has been prepared by the Directors of each Company pursuant to Part I of the Insolvency Act

solely to inform creditors and members of each Company of proposals for a company voluntary arrangement.

Nothing in this Proposal should be relied upon for any other purpose including in connection with any

investment decision in relation to the debt, securities or any other financial interest of any company in the

Group, including for the avoidance of doubt, any decision to buy or sell or not to buy or sell any debt, securities

or other financial interest. Any parties making such investment decisions should rely on their own enquiries

prior to making such decisions. This Proposal is made in relation to each Company by the Directors of that

Company. Creditors and members should review this Proposal in detail. If you are in any doubt as to the action

you should take in connection with the Proposal, or the tax or other consequences of the proposed

Arrangements for you, you should contact your legal, tax or other professional advisers.

Section 1, Parts I to VI of this Proposal set out a general description of the Proposal and provide a brief

summary of the terms of this Proposal. The binding terms of the Proposal are set out in Section 2, Part VII

(Terms of the Company Voluntary Arrangements).

It is possible that the CVAs may not be approved by the requisite majorities of creditors of the relevant

Companies concerned. The Directors make no representation or warranty and give no undertaking that the

CVAs in the form described in this Proposal will be implemented within the proposed timescale outlined in this

Proposal or at all or that the proposed CVAs may not be amended, revoked or suspended.

Nothing in this Proposal may be taken as an admission of any fact or matter relating to any of the Companies

or relied upon in any litigation involving the Companies or any of them or constitutes any admission on the part

of any Company with respect to any asset to which it may be entitled or with respect to any claim by or against

it.

The contents of this document are not to be construed as legal, business or tax advice. Each creditor and

shareholder should consult his own independent legal, financial or tax adviser for legal financial or tax advice.

This Proposal contains certain statements and statistics that are or may be forward-looking. The accuracy and

completeness of such statements is not warranted or guaranteed. These statements typically contain words

such as "intends", "expects", "anticipates", "estimates" and words of similar import. By their nature, forward-

looking statements involve risk and uncertainty because they relate to events and depend on circumstances

that will occur in the future. Although the Directors believe the expectations reflected in such statements are

reasonable, no assurance can be given that such expectations will prove correct.

Without limiting the generality of the immediately preceding paragraph, all statements contained in this

Proposal in relation to estimated outcomes for creditors, whether as a consequence of the Proposal being

approved or otherwise, are illustrative only. As they are based on assumptions that necessarily involve a

subjective analysis of the matters referred to in this Proposal, they cannot be relied upon as guidance as to the

actual outcomes for creditors.

Unless otherwise indicated, the statements contained in this Proposal are made as at 3 April 2009, being the

latest practicable time before publication, and reflect the circumstances and the information of which the

Directors were aware at that time.

King Sturge LLP has given and not withdrawn its written consent to the inclusion in this document of references

to the advice that it has provided to the Companies and references to its name in the form and context in which

it appears herein.

None of the Directors have authorised any person to make any representations concerning the CVAs which

are inconsistent with the statements contained herein, and if such representations are made, they may not be

relied upon as having been so authorised.

NOMINEES

The Nominees in relation to the JJB CVA are Richard Dixon Fleming of KPMG LLP, 8 Salisbury Square,

London, EC4Y 8BB and Brian Green of KPMG LLP, St James' Square, Manchester, M2 6DS.

The Nominees in relation to the Blane CVA are Richard Dixon Fleming of KPMG LLP, 8 Salisbury Square,

London, EC4Y 8BB, Brian Green of KPMG LLP, St James' Square, Manchester, M2 6DS and Blair Carnegie

Nimmo of KPMG LLP, 191 West George Street, Glasgow G2 2LG.

In accordance with section 2 of the Insolvency Act, the Nominees have reviewed the Proposal and reported to

the Court or Scottish Court (as appropriate) that, in their opinion:

(a) the Proposal has a reasonable prospect of being approved and implemented;

(b) meetings of the Companies and their creditors should be summoned to consider the Proposal;

a.m. on 27 April 2009 at the Royal Horticultural Halls and Conference Centre, 80 Vincent Square,

London SW1P 2PE; and

(d) the meetings of members of each of the Companies to consider the Proposal should be held at 11:00

a.m. on 29 April 2009 at the Royal Horticultural Halls and Conference Centre, 80 Vincent Square,

London SW1P 2PE.

The Nominees are unable to warrant or represent the accuracy or completeness of any information

contained within this document, or any information provided by any third party. The Nominees have

not authorised any person to make any representations concerning the CVAs, and if such

representations are made, they may not be relied upon as having been so authorised.

SUMMARY OF THE PROPOSAL

The following summary of the Proposal should be read as an introduction to this document only.

Any decision as to how to vote should be based on consideration of this document as a whole and

not just this summary.

Creditors and shareholders of JJB and Blane have been sent a pack of documents in relation to the

proposed company voluntary arrangements announced on 25 March 2009. In addition, JJB

shareholders have been sent a shareholder circular relating to a proposed issue of warrants to BoS.

The main objectives of the proposed CVAs are to:

● compromise claims of landlords of approximately 140 closed retail stores and certain related

contingent claims (such as claims of former tenants and guarantors, but not including rates on

those closed stores)

● enable landlords of those closed retail stores to make a claim against a total aggregate fund of

£10 million, with payments from that fund in two instalments (the first instalment of £5,000,001

on 30 September 2009 and the balance of £4,999,999 on 31 December 2009)

● vary temporarily the terms of leases of the open retail stores, approximately 250 stores in total,

such that rent will be paid on a monthly rather than quarterly basis for a period of twelve months

from the next quarter date

The CVAs do not affect either Company's obligations to Fitness Club Premises Landlords insofar as

those obligations relate to Fitness Club Premises.

JJB and Blane will remain liable for rates on the closed stores until those stores are surrendered /

forfeited or assigned, which shall be at the landlord's discretion. The landlords of the open retail

stores will not be able to claim against the £10 million fund and will not otherwise be paid a fee in

relation to the CVAs. Save as set out above, the CVAs will not seek to compromise claims of any

other creditors.

Throughout the CVA process, JJB and Blane shall continue trading under the control of their

respective directors, operating as going concerns. JJB and Blane are not in and will not be in

administration as a result of commencing the CVA process.

To become effective, the JJB CVA requires the approval of the requisite majority of JJB CVA

Creditors and the Blane CVA requires the approval of the requisite majority of Blane CVA Creditors.

It is a condition of each CVA that it will only become effective if the Implementation Date for both

CVAs occurs.

A company voluntary arrangement also requires the approval of more than 50 per cent. in value of

the company's members present in person or by proxy and voting at a meeting on the resolution to

approve the company voluntary arrangement. However, in accordance with section 4(A)(2) of the

Insolvency Act, if the outcome of the meeting of members differs from the outcome of the meeting

of the company's creditors, the decision of the creditors will prevail, subject to the right of any

member to apply to the Court (in the case of JJB) or Scottish Court (in the case of Blane) to

challenge the approval of the company voluntary arrangement

The CVAs are not conditional upon shareholders of JJB approving the issue of the Warrants to BoS

and the CVAs can proceed if the issue of the Warrants to BoS is not approved.

If the CVAs are approved at the relevant Creditors' meetings and are not then the subject of any

successful challenge, the new financing arrangements will be available to the Group.

If the CVAs are not approved at the relevant meetings or, if approved but subject to any

challenge, the Standstill may terminate, all outstanding amounts under the Group's existing

debt facilities will become due and payable and the new financing arrangements will not

become available to the Group. In these circumstances, it is likely that JJB and the other

entities within the Group will no longer be able to trade as going concerns which is likely to

result in the appointment of liquidators or administrators.

Your vote on the Proposal is very important. Please take the time to consider the documents that

have been sent to you and take appropriate action, including the return of the relevant Proxy Form.

DOCUMENTS RECEIVED

You will have received the following documents:

1. a letter from the Nominees of JJB and Blane

2. a Voting & Notice of Claim for each Company

3. a Proxy Form for each Company

4. this Proposal, including notices of meetings and, within its annexes, a Summary Statement

of Affairs for each Company

5. the Nominees' comments on the Proposal

There are different coloured and numbered Proxy Forms for the various creditors' meetings and

members' meetings convened to vote on the CVAs. The following Proxy Forms will be in use at

those meetings:

• Green

Proxy Forms apply to JJB members and bear number "1"

• Red

Proxy Forms apply to JJB creditors and bear number "2"

• Pink

Proxy Forms apply to Blane members and bear number "3"

• Yellow

Proxy Forms apply to Blane creditors and bear number "4"

NEXT STEPS

If you are a creditor of JJB or Blane, please complete and submit your Voting & Notice of Claim to

KPMG LLP at St James' Square, Manchester, M2 6DS (attention: Brian Green) by 24 April 2009.

If you are a creditor of JJB or Blane and are unable or do not wish to attend your relevant creditor

meeting, submit your Proxy Form(s) to KPMG LLP at St James' Square, Manchester, M2 6DS or

alternatively fax: 0161 246 4040 (in either case mark for the attention of Brian Green) by 11:00 a.m.

on 24 April 2009.

If you are a member of JJB and are unable or do not wish to attend your relevant member meeting,

submit your Green Proxy Form to Capita Registrars at Proxy Department, The Registry, 34

Beckenham Road, Beckenham, Kent, BR3 4TU by 11:00 a.m. on 27 April 2009.

WHERE TO FIND HELP

If you have not received a Voting & Notice of Claim or Proxy Form for the meeting at which you

wish to vote, please ring the CVA helpline on 0844 815 6067.

Details of how to vote at the meetings and how to make a claim for payments are contained in Part

II (Action to be taken by CVA Creditors and Members) and Part VII (Terms of the Company

Voluntary Arrangements) of this Proposal.

TABLE OF CONTENTS

Headings Page

SECTION 1: PROPOSAL.................................................................................................................. 9

KEY DATES AND EXPECTED TIMETABLE OF KEY EVENTS...................................................... 9

PART I: INTRODUCTION................................................................................................................ 10

1. DIRECTORS' PROPOSAL .......................................................................................... 10

2. BACKGROUND TO AND REASONS FOR THE PROPOSAL.................................... 11

3. DEFINITIONS AND INTERPRETATION..................................................................... 12

4. CONTENTS ................................................................................................................. 12

5. WHAT IS A COMPANY VOLUNTARY ARRANGEMENT?......................................... 13

6. WHY ARE COMPANY VOLUNTARY ARRANGEMENTS REQUIRED? .................... 14

7. CONTINUATION OF OPERATIONS........................................................................... 15

8. OBJECTIVE................................................................................................................. 15

9. SUPPORT OF LANDLORDS....................................................................................... 16

10. CLAIMS AND DISTRIBUTIONS.................................................................................. 17

11. WORKING CAPITAL STATEMENT ............................................................................ 17

12. DESIRABILITY OF THE PROPOSAL ......................................................................... 18

13. RECOMMENDATION TO MEMBERS AND CREDITORS.......................................... 19

PART II: ACTION TO BE TAKEN BY CVA CREDITORS AND MEMBERS.................................. 20

1. ARRANGEMENTS FOR VOTING AT CREDITORS' MEETINGS .............................. 20

2. VOTES IN RELATION TO INTER-COMPANY DEBTS............................................... 21

3. VOTES IN RELATION TO LANDLORDS.................................................................... 21

4. ARRANGEMENTS FOR VOTING AT MEMBERS' MEETINGS ................................. 21

5. CREDITORS AND MEMBERS WITH QUERIES ........................................................ 22

PART III: STATUTORY INFORMATION, BACKGROUND AND FINANCIAL

INFORMATION............................................................................................................ 23

1. CORPORATE INFORMATION.................................................................................... 23

2. HISTORY..................................................................................................................... 23

3. ASSETS AND LIABILITIES ......................................................................................... 24

4. CLAIMS BY A LIQUIDATOR ....................................................................................... 26

5. THIRD PARTY PROPERTY ........................................................................................ 26

6. PROPOSED DURATION OF THE CVAS.................................................................... 26

7. PAYMENTS TO NOMINEE ......................................................................................... 27

8. APPLICATION OF FUNDS.......................................................................................... 27

PART IV: KEY TERMS OF THE PROPOSAL ................................................................................ 28

1. TERMS OF THE ARRANGEMENTS........................................................................... 28

2. PREFERENTIAL AND SECURED CREDITORS........................................................ 32

PART V: ESTIMATED OUTCOMES FOR CREDITORS ................................................................ 33

1. ESTIMATED OUTCOMES FOR CREDITORS............................................................ 33

2. WORKED EXAMPLES OF THE METHODOLOGY FOR VALUING THE

CVA CLAIM OF A CLOSED PREMISES LANDLORD................................................ 34

PART VI: TAX INFORMATION AND TAX DISCLAIMER............................................................... 36

1. TAX INFORMATION AND TAX DISCLAIMER............................................................ 36

SECTION 2: TERMS OF THE PROPOSAL.................................................................................... 37

PART VII: TERMS OF THE COMPANY VOLUNTARY ARRANGEMENTS .................................. 37

1. DEFINITIONS AND INTERPRETATION..................................................................... 37

2. APPLICATION OF THE CVAS.................................................................................... 37

3. IMMEDIATELY EFFECTIVE PROVISIONS OF THE CVAS....................................... 37

4. CONDITIONS PRECEDENT TO THE CVAS.............................................................. 37

5. OPERATION OF THE COMPANIES........................................................................... 38

6. MORATORIUM............................................................................................................ 38

7. ESTABLISHING ALLOWED CVA CLAIMS ................................................................. 39

8. EFFECT UPON EXISTING UNSECURED LIABILITIES OF A COMPANY................ 39

9. EFFECT UPON PROPERTY LIABILITIES OF A COMPANY..................................... 39

10. CPL PAYMENT AMOUNTS......................................................................................... 39

11. APPLICATION OF THE CPL PAYMENT AMOUNT.................................................... 40

12. COMPROMISE OF THE LIABILITY DUE TO CLOSED PREMISES

LANDLORDS............................................................................................................... 40

13. PAYMENT OF ALLOWED CLOSED PREMISES CLAIMS......................................... 43

14. BLANE LEASES GUARANTEED BY JJB ................................................................... 43

15. OSC PARENT GUARANTEES.................................................................................... 44

16. DISPUTED CLAIMS OF CLOSED PREMISES LANDLORDS.................................... 45

17. COMPROMISE OF THE CONTINGENT PROPERTY CREDITORS CVA

CLAIM .......................................................................................................................... 46

18. DEALING WITH CLOSED PREMISES ....................................................................... 46

19. OPEN PREMISES LANDLORDS................................................................................ 47

20. ASSETS....................................................................................................................... 48

21. FULL AND FINAL SETTLEMENT ............................................................................... 48

22. PAYMENT OF DISPUTED DISTRIBUTIONS AND MISCELLANEOUS

DISTRIBUTION PROVISIONS.................................................................................... 48

23. CURRENCY OF PAYMENT ........................................................................................ 50

24. SECURITY................................................................................................................... 50

25. POWERS AND INTENTIONS OF THE CVA SUPERVISORS.................................... 50

26. THE CVA SUPERVISORS' REMUNERATION ........................................................... 53

27. NO CREDITORS' COMMITTEE.................................................................................. 53

28. NO WARRANTIES OR REPRESENTATIONS............................................................ 53

29. RECORDS................................................................................................................... 54

30. VACANCY IN OFFICE OF SUPERVISORS................................................................ 54

31. VARIATION.................................................................................................................. 54

32. SET-OFF...................................................................................................................... 55

33. ASSIGNMENTS........................................................................................................... 55

34. TERMINATION OF THE CVAS................................................................................... 55

35. NOTICES..................................................................................................................... 56

36. NO PERSONAL LIABILITY.......................................................................................... 56

37. GOVERNING LAW AND JURISDICTION ................................................................... 57

38. EC REGULATION ON INSOLVENCY PROCEEDINGS............................................. 57

ANNEX 1: DEFINITIONS AND INTERPRETATION ....................................................................... 58

ANNEX 2: STATUTORY INFORMATION....................................................................................... 67

ANNEX 3: LIST OF FITNESS CLUBS PREMISES ........................................................................ 69

ANNEX 4: LIST OF CLOSED PREMISES...................................................................................... 73

ANNEX 5: LIST OF OPEN PREMISES........................................................................................... 80

ANNEX 6: OUTCOME STATEMENTS............................................................................................ 95

ANNEX 7: CLOSED PREMISES LANDLORD ASSUMPTIONS.................................................... 97

ANNEX 8: CVA SUPERVISORS AND ADDRESS FOR NOTICE.................................................. 98

ANNEX 9: LIST OF GUARANTEES................................................................................................ 99

ANNEX 10: AVERAGE KPMG CHARGE OUT RATES ............................................................... 101

ANNEX 11: LIST OF SECURITY................................................................................................... 102

ANNEX 12: NOTICE OF MEETINGS............................................................................................ 109

ANNEX 13: FORMS OF PROXY................................................................................................... 114

ANNEX 14: VOTING & NOTICE OF CLAIM................................................................................. 118

ANNEX 15: NOTICE OF IMPLEMENTATION DATE.................................................................... 124

ANNEX 16: NOTICE OF TERMINATION...................................................................................... 126

ANNEX 17: TERMS OF RENT CONCESSION AGREEMENT..................................................... 128

ANNEX 18: SUMMARY STATEMENT OF AFFAIRS ................................................................... 130

SECTION 1: PROPOSAL

KEY DATES AND EXPECTED TIMETABLE OF KEY EVENTS

Event Date

Announcement of the Disposal and the CVA Proposal 25 March 2009

Dispatch of CVA documents, Proxy Forms and notices of meetings to

the CVA Creditors and members

6 April 2009

Latest date for return of Proxy Forms and Voting & Notice(s) of Claim for

the purpose of voting at the Creditors' meeting

24 April 2009

Date of CVA Creditors' meeting 27 April 2009

Latest date for return of Proxy Forms for the purpose of voting at the

Members' meeting

27 April 2009

Date of CVA members' meeting 29 April 2009

Anticipated date for chairman of CVA Creditors' and members' meetings

to file reports with the Court or Scottish Court under section 4(6) of the

Insolvency Act

30 April 2009

Earliest Implementation Date of the CVA (representing the end of the 28

day challenge period under section 6(3)(a) of the Insolvency Act)

28 May 2009

Earliest anticipated Claims Date (being the last date for the filing of

Voting & Notices of Claim)

25 June 2009

Earliest anticipated payment date for the first payment to Closed Store

Landlords (this date may be later depending on the circumstances at the

relevant time, including the existence of any application to challenge the

CVAs under section 6(3)(a) or (b) of the Insolvency Act)

15 October 2009

Earliest anticipated payment date for the second payment to Closed

Store Landlords (this date may be later depending on the circumstances

at the relevant time, including the existence of any application to

challenge the CVAs under section 6(3)(a) or (b) of the Insolvency Act)

15 January 2010

Earliest anticipated CVA Termination Date (this date may be later

depending on the circumstances at the relevant time, including the

status of any Disputed Claims)

28 February 2010

Notes:

(1) If any of the above dates change, the revised dates will be notified by announcement through the Regulatory

Information Service of the London Stock Exchange.

(2) All references in this document are to London times unless otherwise stated.

PART I: INTRODUCTION

1. DIRECTORS' PROPOSAL

1.1 Messrs. Beever, Benzie, Jones, Lane-Smith, Manning and Williams, the directors of JJB

and Messrs. Jones, Manning and Williams, the directors of Blane (together the "Directors"),

propose that the Companies enter into company voluntary arrangements pursuant to Part I

of the Insolvency Act.

1.2 The main objectives of the proposed CVAs are to:

1.2.1 compromise claims of landlords of approximately 140 closed retail stores and

certain related contingent claims (such as claims of former tenants and guarantors,

but not including Rates on those closed stores);

1.2.2 enable landlords of those closed retail stores to make a claim against a total

aggregate fund of £10 million, with payments from that fund in two instalments

(the first instalment of £5,000,001 on 30 September 2009 and the balance of

£4,999,999 on 31 December 2009); and

1.2.3 vary temporarily the terms of leases of the open retail stores, approximately 250

stores in total, such that rent will be paid on a monthly rather than quarterly basis

for a period of twelve months from the Next Quarter Date.

1.3 To become effective, the JJB CVA requires the approval of the requisite majority of JJB

CVA Creditors and the Blane CVA requires the approval of the requisite majority of Blane

CVA Creditors. It is a condition of each CVA that it will only become effective if the

Implementation Date for both CVAs occurs.

1.4 A company voluntary arrangement also requires the approval of more than 50 per cent. in

value of the company's members present in person or by proxy and voting at a meeting on

the resolution to approve the company voluntary arrangement. However, in accordance with

section 4(A)(2) of the Insolvency Act, if the outcome of the meeting of members differs from

the outcome of the meeting of the company's creditors, the decision of the creditors will

prevail, subject to the right of any member to apply to the Court (in the case of JJB) or

Scottish Court (in the case of Blane) to challenge the approval of the company voluntary

arrangement.

1.5 The Nominees in relation to the JJB CVA are Richard Dixon Fleming of KPMG LLP, 8

Salisbury Square, London, EC4Y 8BB and Brian Green of KPMG LLP, St James' Square,

Manchester, M2 6DS.

1.6 The Nominees in relation to the Blane CVA are Richard Dixon Fleming of KPMG LLP, 8

Salisbury Square, London, EC4Y 8BB, Brian Green of KPMG LLP, St James' Square,

Manchester, M2 6DS and Blair Carnegie Nimmo of KPMG LLP, 191 West George Street,

Glasgow, G2 2LG.

1.7 The purpose of this document is to provide you with information about the background to

and reasons for the proposed entry into company voluntary arrangements pursuant to Part I

of the Insolvency Act, including information about the terms of such arrangements, to

explain why the Directors consider the arrangements to be desirable for creditors and in the

best interests of each Company and its shareholders as a whole.

2. BACKGROUND TO AND REASONS FOR THE PROPOSAL

2.1 On 25 March 2009, JJB announced, inter alia, the disposal of the Fitness Clubs Business, a

summary of the proposed CVAs and the key terms of new financing arrangements to be

provided by the Continuing Lenders.

2.2 The Board has been actively pursuing a strategy of returning JJB's core retail sports

business to profitability by a number of measures, including reducing stock levels, reducing

costs and the disposal of the Fitness Clubs Business. JJB signed an agreement for, and

completed, the disposal of the Fitness Clubs Business on 25 March 2009. Notwithstanding

this, given the current retail environment, the Board considers that JJB's future viability is

dependent upon the entry into an arrangement involving the compromise and release of

certain long term liabilities. JJB is currently paying approximately £12.5 million per annum in

rent and service charges in relation to closed retail stores and Blane is currently paying

approximately £4.8 million per annum in rent and service charges in relation to closed retail

stores per annum. Annex 18 (Summary Statement of Affairs) sets out further details of

these and other liabilities of JJB and Blane. The Directors have therefore proposed the

CVAs to the unsecured creditors of JJB and Blane. If the CVAs proceed, landlords of closed

retail stores will be entitled to make a one-off claim against a total aggregate fund of £10

million and JJB and Blane will be relieved of their liabilities to such landlords. Annex 6

(Outcome Statements) sets out the likely impact of the CVAs on landlords.

2.3 In order to provide the Group with access to working capital during the period in which the

CVAs are considered by the unsecured creditors and shareholders of JJB and Blane, JJB's

existing facilities are currently available until 17 June 2009 pursuant to the revised standstill

arrangements agreed on 25 March 2009 with JJB's existing lenders, Barclays, BoS (a

wholly-owned subsidiary of Lloyds) and Kaupthing. The Lenders have the right to

accelerate the standstill expiry date from 17 June 2009 in the event that either they are not

satisfied with the progress of the CVAs or the CVAs are not approved or effected before

that time. The Lenders also have the right to accelerate the standstill expiry date if, inter alia,

they are not satisfied with the trading performance of JJB or if the deferred consideration for

the disposal of the Fitness Clubs Business is not paid in accordance with the terms of the

transaction documentation.

2.4 Whilst JJB has entered into New Facilities with each of the Continuing Lenders, the New

Facilities are still conditional and not yet available to JJB. Pursuant to the terms of the

Barclays Facility, Barclays will make a short term £25 million loan available to JJB until 31

August 2009 and pursuant to the terms of the BoS Facility, BoS will make a medium term

£25 million working capital facility available until 30 September 2010. The New Facilities will

only be available to JJB, inter alia, if the CVAs are approved at the relevant meetings

and are not then the subject of any successful challenge. Upon drawdown, the New

Facilities will replace JJB's existing bi-lateral facilities.

2.5 JJB has paid an initial arrangement fee of £125,000 to Barclays in connection with the

Barclays Facility. A further fee of £125,000 is payable prior to first utilisation. In exchange

for the continuing support of BoS pursuant to the BoS Facility, JJB intends to issue warrants

to BoS (or an affiliate of BoS) entitling the holder to subscribe for new ordinary shares

representing 4.5% of the current issued share capital of JJB, subject to shareholder

approval. In the event that shareholder approval for the issue of warrants is not obtained,

the BoS Facility would not terminate but JJB would pay an arrangement fee to BoS of

£500,000 on the final maturity date of the BoS Facility.

2.6 The CVAs are not conditional upon shareholders of JJB approving the issue of the warrants

to BoS and the CVAs can proceed if the issue of the warrants to BoS is not approved. If the

CVAs are approved at the relevant Creditors' meetings and are not then the subject of any

successful challenge, the New Facilities will be available to the Group.

3. DEFINITIONS AND INTERPRETATION

3.1 Expressions defined in Part A of Annex 1 (Definitions and Interpretation) which are used in

the terms of the CVAs shall have the meanings specified in Part A of Annex 1 (Definitions

and Interpretation) unless the context otherwise requires and Part B of Annex 1 (Definitions

and Interpretation) shall apply as if set out in full in this Paragraph 3.

3.2 Section 1, Parts I to VI of this Proposal set out a general description of the Proposal and

provide a brief summary of the binding terms of this Proposal. The binding terms of this

Proposal are set out in Section 2, Part VII (Terms of the Company Voluntary Arrangements).

3.3 Unless otherwise stated, references to:

3.3.1 Paragraphs are references to Paragraphs in Part I (Introduction) to Part VI (Tax

Information and Tax Disclaimer) and to Paragraphs in each of the Annexes; and

3.3.2 Clause numbers are to Clauses in Part VII (Terms of the Company Voluntary

Arrangements).

4. CONTENTS

4.1 The Proposal deals with the following matters:

Part I Introduction: which explains what a company voluntary arrangement is and

which includes a summary of the Proposal;

Part II Action to be taken by CVA Creditors and Members: which contains information

for creditors and members regarding the voting procedure at the meetings

convened for the purpose of approving the Arrangement;

Part III Statutory Information, Background and Financial Information: which includes

details about each Company and its current financial position and information

required by the Insolvency Act;

Part IV Key Terms of the Proposal: which explains the key commercial terms of the

Arrangements;

Part V Estimated Outcome for CVA Creditors: which contains estimated outcomes for

the CVA Creditors on the basis that (i) the CVAs succeed, (ii) the Companies

were liquidated and (iii) the Companies were placed into administration;

Part VI Tax Information and Tax Disclaimer: which contains an important notice in

respect of tax; and

Part VII Terms of the Company Voluntary Arrangements: which sets out the binding

terms of the compromises and other arrangements under the CVAs.

5. WHAT IS A COMPANY VOLUNTARY ARRANGEMENT?

5.1 A company voluntary arrangement is a procedure under Part I of the Insolvency Act. It is a

formal procedure which enables a company to agree with its creditors a composition in

satisfaction of its debts or a scheme of arrangement of its affairs which can determine how

its debts should be paid and in what proportions. It requires the approval of a majority in

excess of 75 per cent. in value of the company's creditors present in person or by proxy and

voting at a meeting on the resolution to approve the arrangement.

5.2 If a company voluntary arrangement is validly approved, it binds all the company's creditors

who were entitled to vote at the meeting (whether or not they so voted) or would have been

so entitled had they received notice of the meeting.

5.3 A resolution, however, will be invalid if those creditors voting against it include more than

half in value of the creditors, for these purposes counting only those creditors:

5.3.1 to whom notice of the meeting was sent;

5.3.2 whose votes were not left out of account due to no written Voting & Notice of

Claim having been received at or prior to the meeting, or where the claim or part

of it is secured (including on a current bill of exchange or promissory note); and

5.3.3 who are not, to the best of the chairman of the meeting's belief, persons

connected with the relevant Company.

5.4 A company voluntary arrangement also requires the approval of more than 50 per cent. in

value of the company's members present in person or by proxy and voting at a meeting on

the resolution to approve the company voluntary arrangement. However, in accordance with

section 4(A)(2) of the Insolvency Act, if the outcome of the meeting of members differs from

the outcome of the meeting of the company's creditors, the decision of the creditors will

prevail, subject to the right of any member to apply to the Court (in the case of JJB) or

Scottish Court (in the case of Blane) to challenge the approval of the company voluntary

arrangement.

5.5 Creditors who are based in the European Union (including the U.K.) should note that by

virtue of the EC Regulation on Insolvency Proceedings, the courts of the European Union

member states (other than Denmark) are obliged to recognise a company voluntary

arrangement for a company which is determined to have its centre of main interests in the

United Kingdom.

5.6 Any creditor entitled to vote at a meeting to approve a company voluntary arrangement may

apply to the relevant Court or Scottish Court on one or both of the following grounds:

5.6.1 that a company voluntary arrangement unfairly prejudices the interests of that

creditor; or

5.6.2 that there has been some material irregularity at or in relation to the meetings

called to approve the company voluntary arrangement.

Any such application must be made by a creditor within 28 days of the chairman of the

relevant meeting of creditors reporting the result of the meeting to the relevant Court or

Scottish Court, or, if the creditor was not given notice of the relevant meeting of creditors,

such application must be made within 28 days of the creditor becoming aware that the

relevant creditors' meeting had taken place.

6. WHY ARE COMPANY VOLUNTARY ARRANGEMENTS REQUIRED?

6.1 As described in further detail in Paragraph 11 (Working Capital Statement) below, the

Directors are of the opinion that the Group does not have sufficient working capital for their

present requirements, that is, for at least 12 months from the date of posting of the Proposal.

6.2 The Fitness Clubs Disposal completed on 25 March 2009. The estimated total

consideration payable by Dave Whelan Sports Limited (the "Purchaser") for the Fitness

Clubs Business and related stock is approximately £83.4 million. This comprises

approximately £40 million of initial consideration, subject to completion adjustments, paid on

completion, approximately £33.9 million of deferred consideration to be paid into an escrow

account on 16 April 2009 and approximately £9.5 million of consideration for the stock in the

Fitness Clubs Business as at completion to be paid on 1 May 2009. The deferred

consideration of approximately £33.9 million will, after deduction of certain costs, expenses

and other agreed amounts, be released to JJB from the escrow account as and when

landlord's consent is obtained to the assignment of the relevant leasehold properties.

Payments will not be made from the escrow account until an agreed number of leases have

been assigned. The Directors expect the process of assignment of all of the leases to be

completed over the next six months. In connection with the Fitness Clubs Disposal, the

parties have agreed to a number of customary restrictions to protect their respective

interests. Subject to certain exceptions, JJB has agreed not to own or operate a fitness club

in the United Kingdom for a period of 36 months from completion.

6.3 Notwithstanding the receipt of the proceeds from the Fitness Clubs Disposal, the Group

require the continued support of the Lenders. Accordingly, the Companies entered into the

Standstill in order to allow them to proceed with the Proposal. The Standstill ensures that,

subject to certain conditions, the Existing Facilities remain available to the Group whilst the

Proposal is being considered by each of the members and creditors of the Group.

6.4 If the Proposal is:

6.4.1 approved by the requisite majority of each of the Company's creditors; and

6.4.2 the Implementation Date occurs,

the Existing Facilities and the Standstill will terminate and the New Facilities, subject to the

satisfaction of customary conditions precedent, will become available to the Group.

6.5 Having regard to the principal terms of the New Facilities agreed with the Continuing

Lenders, the Directors believe that the funds that will be available to the Group under the

New Facilities will, as further described in Paragraph 11 (Working Capital Statement) below,

assist in providing the additional working capital thought by the Directors to be necessary to

enable the Group to continue to trade.

6.6 If the Proposal is rejected by the CVA Creditors and the Implementation Date does

not occur, the New Facilities will not become available to the Companies and, as a

result, it is unlikely that either Company will be able to continue to trade as a going

concern. Therefore, the failure to achieve the approval of the Proposal and the

subsequent Implementation Date is likely to result in each Company going into

administration or liquidation. Please refer to Paragraph 11 (Working Capital

Statement) below for a more detailed discussion of the Group's working capital

position.

6.7 Outcome Statements in respect of JJB can be found at Part A of Annex 6 (Outcome

Statements) and Outcome Statements in respect of Blane can be found at Part B of

Annex 6 (Outcome Statements). Those statements indicate that the return to

creditors generally (and to Closed Premises Landlords in particular) is likely to be

significantly lower if either Company is placed into administration or liquidation than

if the Arrangement is approved.

7. CONTINUATION OF OPERATIONS

Unlike many company voluntary arrangements, which provide for the realisation of all or

part of a company's assets and the application of the proceeds of realisation in discharge of

that company's liabilities, the Proposal will see the businesses of the Companies continue

to trade in the ordinary course and meet their liabilities as they fall due (subject to the

compromises described herein). This means that the amounts due to Preferential Creditors

and Secured Creditors and other creditors (other than CVA Property Creditors and Open

Premises Landlords) will continue to be met by the relevant Company as they fall due.

8. OBJECTIVE

8.1 The objective of the Proposal is to restore the viability of each Company's business model

and to assist in a return to profitability. Key terms of the Proposal are contained in Part IV

(Key Terms of the Proposal) of this document. In summary, to achieve that objective, the

following compromises and arrangements are provided for:

8.1.1 in relation to Open Premises Leases and Open Premises Landlords, the

Companies shall:

(A) continue to trade (or where the Open Premises are not yet

open, commence trading) from the Open Premises and pay

amounts due under the Open Premises Leases; but

(B) from the Next Quarter Day and for the period of 12 months

thereafter, the Companies will not be obliged to pay the Open

Premises Rent at the times specified in those leases and will

instead during that period pay the annual rent in 12 equal

monthly instalments in advance;

8.1.2 in relation to Contingent Property Creditors, compromise and release any

Contingent Property Creditor Liability due from either Company to the Contingent

Property Creditor for £1. The nature of the contingencies applicable to such

payments are such that there is no certainty that a Contingent Property Creditor

would make any recovery in a liquidation of the Companies and therefore it is

appropriate that all such claims be compromised at £1;

8.1.3 in relation to Closed Premises Leases and Closed Premises Landlords, the

Companies shall:

(A) cease to have any obligation to make any payments to Closed

Premises Landlords pursuant to the terms of any Closed

Premises Lease;

(B) pay (on the dates provided for in the CVAs) to Closed

Premises Landlords with Allowed CVA Claims the amount

provided for in the CVAs in respect of their Allowed CVA Claim;

Closed Premises Lease at the option of the relevant Closed

Premises Landlord (subject to each party meeting its own legal

fees in respect of such surrender, forfeiture or assignment);

(D) where liable, pay any Rates payable by the Companies in

respect of a Closed Premises until the relevant Closed

Premises Lease expires (by exercise of a break clause or

passage of time) or is surrendered, forfeited, irritated or

assigned; and

(E) pay to the Closed Premises Landlords any amounts received

by the Companies from Sub-Tenants; and

8.1.4 in relation to OSC Parent Guarantees, OSC Premises Leases and OSC Premises

Landlords:

(A) compromise and release any Liability due from JJB to the OSC

Premises Landlord pursuant to an OSC Parent Guarantee or

an OSC Premises Lease; and

(B) pay (on the dates provided for in the CVAs) to OSC Premises

Landlords with Allowed CVA Claims the amount provided for in

the CVAs in respect of their Allowed CVA Claim.

8.2 Consequences of the CVAs for other creditors

8.2.1 All Unsecured Creditors of each of the Companies (other than CVA Property

Creditors and Open Premises Landlords) shall continue to be paid in full.

8.2.2 The CVAs do not affect the rights of any Secured Creditor. The Secured Creditors

will continue to be paid in full.

8.2.3 All Preferential Creditors shall be paid in full.

8.2.4 The CVAs do not affect the rights of Fitness Club Premises Landlords insofar as

those rights relate to Fitness Club Premises.

9. SUPPORT OF LANDLORDS

9.1 The Directors have informally approached a number of the Companies' major landlords to

gauge whether they would be prepared to vote in favour of a company voluntary

arrangement in similar terms to that set out in the Proposal.

9.2 The initial indications given by those landlords is that they would, in principle, be prepared

to vote in favour of a company voluntary arrangement in similar terms to that set out in the

Proposal.

10. CLAIMS AND DISTRIBUTIONS

10.1 Other than Existing Unsecured Creditors only those CVA Creditors with Allowed CVA

Claims will receive a Payment from the Companies.

10.2 CVA Creditors who wish to participate in Payments and who have not submitted a Voting &

Notice of Claim for the purpose of voting at the creditors' meetings, must submit details of

their CVA Claims to the CVA Supervisors as soon as possible after the approval of the

CVAs, and in any event no later than the Claims Date by completing and submitting a

Voting & Notice of Claim.

10.3 A Closed Premises Landlord or OSC Premises Landlord who submits a Voting & Notice of

Claim after the Claims Date may lose any right to receive Payment save in exceptional

circumstances (see Clause 12.8 of Part VII (Terms of Company Voluntary Agreements)).

The "Claims Date" is the date falling 28 days after the Implementation Date.

11. WORKING CAPITAL STATEMENT

11.1 The Company is of the opinion that the Group does not have sufficient working capital for its

present requirements, that is, for at least 12 months from the date of this document.

11.2 The Company remains dependent on the continuing support of its Lenders to continue

trading. Accordingly, in order to allow it to proceed with the Proposal (as described in detail

above), the Company has agreed the Standstill with the Lenders until 17 June 2009. The

Lenders will have the right to accelerate the Standstill expiry date from 17 June 2009 in the

event that either they are not satisfied with the progress of the CVAs or the Proposal is not

approved or effected before that time. The Lenders will also have the right to accelerate the

Standstill expiry date if, inter alia: (i) they are not satisfied with the trading performance of

the Company; (ii) if the deferred consideration for Fitness Clubs Disposal is not paid into an

escrow account on or before 16 April 2009; or (iii) if they are not satisfied with the progress

of the assignment of leases in respect of the Fitness Clubs Business.

11.3 The Company has also agreed and entered into the New Facilities with the Continuing

Lenders. The New Facilities will, subject to certain customary conditions precedent, become

available to the Company if the Proposal is approved at the meetings of creditors and is not

then the subject of any challenge within 28 days of such approval having been reported to

the Court (the "Challenge Period"). On the date the New Facilities becomes available

(after the expiry of the Challenge Period expected to be on or about 28 May 2009) each of

the Existing Facilities will be repaid in full and the Standstill will be terminated.

11.4 Whilst the Directors are firmly of the view that the Proposal and the CVA process in general

will facilitate a better outcome for creditors than would occur if the Company were placed

into liquidation or administration, the success of the CVA process is dependent upon voting

by creditors.

11.5 If the Standstill is terminated or if the Proposal is not approved at the meetings of creditors

or, if it is approved but is then the subject of any challenge within the Challenge Period

(expected to end on or about 28 May 2009), the New Facilities will not become available to

the Company and it is likely that each of the Companies will no longer be able to trade as

going concerns which is likely to result in the appointment of receivers, liquidators or

administrators.

11.6 As outlined above, under the terms of the New Facilities, initial committed facilities of £50

million will be made available to the Group upon the expiry of the Challenge Period

(assuming there has been no challenge or the Standstill has not otherwise terminated within

that time). The Barclays Facility will be repaid progressively as the deferred consideration

proceeds from the disposal of the Fitness Clubs Business are received and must be repaid

in full by the end of August 2009. The BoS Facility will be committed through until the end of

September 2010. On the basis of this level of facility, the Company is of the opinion that it

will not have sufficient working capital for its then present requirements, that is for the 12

months from the date of this document and a shortfall is likely to occur sometime towards

the end of 2009.

11.7 In considering the working capital thought to be necessary for the Group and in determining

the shortfall, the Directors have assumed that: (i) largely all of the deferred consideration of

approximately £33.9 million payable, after the deduction of certain costs, expenses and

other agreed amounts, by the Purchaser to the Company is released from escrow to the

Company by no later than 31 August 2009; (ii) the Company's new business strategy is

executed in accordance with its latest business plan for the Group; (iii) the Company

executes its objective of reducing the working capital required by the business as its funding

position stabilises; and (iv) volatility in the foreign exchange markets does not substantially

impact margins.

11.8 The Company proposes to provide the necessary working capital thought by the Directors

to be necessary through a number of initiatives, developed in consultation with the Lenders,

including:

11.8.1 reduction in discretionary capital expenditure on existing stores, including the

rescheduling of proposed store refurbishments;

11.8.2 further business restructuring, including streamlining business processes;

11.8.3 negotiation of improved terms of trade;

11.8.4 sale and leaseback of all or part of the Company head office site; and

11.8.5 sale of one or more of the Company's remaining non-core assets which include

the two remaining fitness clubs in Ireland and brands that the Company no longer

wishes to develop itself.

11.9 Work on these initiatives has already commenced and initial indications are encouraging. In

due course, the Company intends to explore other sources of finance.

11.10 To the extent that such actions are not successful and the Company is unable to secure

further support from the Continuing Lenders or other sources of finance the Company will

no longer be able to trade as a going concern which would be likely to result in the

appointment of receivers, liquidators or administrators.

12. DESIRABILITY OF THE PROPOSAL

12.1 The Directors had been actively pursuing a recovery programme to return the core sports

retail business of the Companies to profitability by reducing costs, closing underperforming

outlets, selling businesses, improving the management team, reducing stock levels and

developing new formats. Despite those initiatives, the Directors have concluded that the

current and projected sales could not support the current cost base of the business, in

particular the high rent roll.

12.2 The Directors are of the opinion that company voluntary arrangements would be of benefit

to the creditors of the Companies because it is anticipated that, under the terms of the

Arrangements, the Unsecured Creditors will receive a greater return on the amount owed to

them than they would do if the Companies were to be subject to any other form of

insolvency proceedings.

12.3 For an analysis of the anticipated outcomes of the Proposal as opposed to the outcomes of

an administration or liquidation of the Company and details of why the Proposal results in a

more advantageous outcome for creditors, please refer to Part IV (Key Terms of the

Proposal) and Part V (Estimated Outcomes for Creditors).

12.4 The CVAs present the best outcome for the Companies and the CVA Creditors (including

Closed Premises Landlords) given that if the Companies entered into a formal insolvency

procedure (liquidation or administration) it is very unlikely that any sale of the business of

the Companies as a going concern would include Closed Premises (on the basis that they

are already closed). Also, before any dividend would be payable to Unsecured Creditors,

the Preferential Liabilities and Secured Creditors would have to be repaid in full.

12.5 The CVAs would permit the continued trading of the Companies' respective businesses.

12.6 Any payment under the CVAs will be paid earlier than any dividend which would be payable

in an administration or liquidation and (for the reasons already stated) for a sum greater

than that which would be payable in an administration or liquidation.

12.7 The Directors are of the opinion that a company voluntary arrangement is a more suitable

procedure for dealing with the affairs and assets of the Companies, being more flexible and

efficient than a formal administration or liquidation and allowing the Companies to continue

to trade under the control of existing management which would not be possible in

administration or liquidation.

12.8 It is the Directors' belief that the Arrangements will be to the advantage of the CVA

Creditors for the following reasons:

12.8.1 if approved, the CVAs would give certainty over returns to CVA Creditors;

12.8.2 absent the approval of the CVAs, it is likely that the Directors will have no other

choice other than to place the Companies into administration or liquidation; and

12.8.3 the Directors are of the opinion that administration or subsequent liquidation will

produce a lesser return for creditors generally than the return which they would

otherwise receive under the Arrangements.

13. RECOMMENDATION TO MEMBERS AND CREDITORS

13.1 The Board considers the Proposal is in the best interests of JJB, its creditors and its

shareholders as a whole and Blane, its creditors and its shareholder.

13.2 The Board unanimously recommends that both creditors and shareholders vote in favour of

the Proposal as the Directors intend to do in respect of their own beneficial holdings in JJB

which amount in aggregate to 694,751 ordinary shares representing approximately 0.28%

of the existing issued ordinary share capital of JJB (excluding treasury shares).

PART II: ACTION TO BE TAKEN BY CVA CREDITORS AND MEMBERS

1. ARRANGEMENTS FOR VOTING AT CREDITORS' MEETINGS

1.1 At the creditors' meetings, CVA Creditors will vote on resolutions to approve the

Arrangements. The form of each of the resolution is set out in the Notice of Meetings.

1.2 A person wishing to vote at a creditors' meeting, will need to submit a Voting & Notice(s) of

Claim before the relevant creditors' meeting or bring the Voting & Notice of Claim with them

to the meeting.

1.3 A Voting & Notice of Claim to be completed is enclosed with the Proposal.

1.4 It is intended that, except for the formal business of voting, all of the creditors' meetings for

the CVA Companies will be held concurrently so that everyone claiming to be a CVA

Creditor may hear the Nominee's comments and their answers to questions from the floor.

However, for the purposes of voting, persons claiming to be CVA Creditors will be asked to

vote in each CVA for each Company of which that person claims to be a CVA Creditor.

1.5 Voting is by value alone and is based on the value of a CVA Creditor's debt as at the date

of the creditors' meeting as ascertained by the chairman of the meeting in accordance with

Paragraphs 1.6, 1.7 and 3 below.

1.6 In respect of JJB, the Nominee will act as the chairman of the creditors' meeting. The

chairman will have the power, under Rule 1.17A of the Insolvency Rules, to ascertain the

entitlement of persons wishing to vote and to admit or reject their claims accordingly. The

chairman will base his decision on the books and records of the Companies and such other

evidence he considers appropriate. The figure accepted for voting purposes at the meetings

of creditors will not necessarily be the same as the figure which is ultimately accepted for

payment of claim purposes or any other purpose. Rule 1.17 of the Insolvency Rules

provides for a debt of an unliquidated amount or any debt whose value is not ascertained to

be valued at £1 unless the chairman of the creditors' meeting agrees to place a higher value

on it.

1.7 In respect of Blane, the Nominee will act as the chairman of the creditors' meeting. The

chairman will have the power, under Rule 1.15B of the Insolvency (Scotland) Rules, to

ascertain the entitlement of persons wishing to vote and to admit or reject their claims

accordingly. In order for a person to have their claim admitted they are required to produce

written evidence to vouch for their claim although the chairman may dispense with that

requirement on the basis of the books and records of Blane and such other evidence as he

considers appropriate. The figure accepted for voting purposes at the meetings of creditors

will not necessarily be the same as the figure which is ultimately accepted for payment of

claim purposes or any other purpose. Rule 1.15B of the Insolvency (Scotland) Rules

provides for a debt of an unliquidated amount or any debt whose value is not ascertained to

be valued at £1 unless the chairman of the creditors' meeting agrees to place a higher value

on it.

1.8 Proxy Forms are enclosed with the Proposal for use if a person wishes to vote by proxy.

Any person seeking to vote as a proxy for a person claiming to be a CVA Creditor must

have a copy of the proxy available at the meeting.

1.9 If a person claiming to be a CVA Creditor wishes to appoint the chairman of the meetings to

be his proxy, the Proxy Form must specifically direct the chairman to vote either for, or

alternatively against, the relevant proposal and any modification thereto. Failure to give a

specific direction to the chairman will result in the Proxy Form being invalid and the person

claiming to be a CVA Creditor not being entitled to vote at the meeting.

1.10 If any person wishes to represent a corporation pursuant to a resolution authorising him to

do so under section 323 of the Companies Act 2006 he must produce a copy of the

resolution to the chairman of the relevant creditors' meeting. The copy should be certified as

a true copy by a director or secretary of the corporation.

1.11 In order to expedite the procedure for voting at the creditors' meetings, persons wishing to

vote at the creditors' meetings are requested to return their Voting & Notice(s) of Claim and

Proxy Form(s) to the address shown on the forms as soon as possible and in any event by

no later than 11:00 a.m. on Friday 24 April 2009. However, persons wishing to vote at the

meetings may instead bring their Voting & Notice(s) of Claim and Proxy Form(s) with them

to the meetings.

2. VOTES IN RELATION TO INTER-COMPANY DEBTS

Subject always to the provisions of Paragraph 5.3 of Part I (Introduction) which will impact

on the weighting of associated voting, it is the intention of the Directors to vote all Inter-

Company Debts owed to that Company in favour of each relevant CVA.

3. VOTES IN RELATION TO LANDLORDS

3.1 In relation to the procedure for admission of creditors' claims for voting purposes, Landlords

are not distinguished from other CVA Creditors and accordingly, Rule 1.17A of the

Insolvency Rules (in respect of JJB) and under Rule 1.15B of the Insolvency (Scotland)

Rules (in respect of Blane) applies to ascertain the entitlement of Landlords wishing to vote

and the chairman has the power to admit or reject their claims accordingly.

3.2 Claims for future rent, dilapidations and other sums which may be due in respect of

Premises and Fitness Clubs Premises are unliquidated and unascertained. Accordingly

Rule 1.17(3) of the Insolvency Rules (in respect of JJB) and Rule 1.15A of the Insolvency

(Scotland) Rules (in respect of Blane) applies and the chairman of the meeting shall value

the claim of each Landlord (for voting purposes) at £1, unless he agrees to put a higher

value on it.

3.3 The chairman will not speculate on and is not obliged to investigate landlord's claims.

However, it is intended that for voting purposes, the claims of all Landlords will be

calculated on the basis on which the total Allowed CVA Claim of each Closed Premises

Landlord will be calculated in accordance the Proposal, less a discount to reflect the nature

of the test set out in Rule 1.17(3) of the Insolvency Rules (in respect of JJB) and Rule 1.15A

of the Insolvency (Scotland) Rules (in respect of Blane).

4. ARRANGEMENTS FOR VOTING AT MEMBERS' MEETINGS

4.1 At each members' meeting the relevant members of the Companies will vote on a resolution

to approve the Proposal. The form of the resolution is set out in the Notice of Meeting.

Voting by a member is in accordance with the rights attaching to the members' shares. A

member is nevertheless entitled to vote either for or against the Proposal, or any

modification to it.

4.2 JJB, which is the sole member of Blane, has undertaken to vote in favour of the Proposal at

the members' meeting for Blane.

5. CREDITORS AND MEMBERS WITH QUERIES

5.1 It is anticipated that the creditors' meetings and members' meetings will be well attended

and you are therefore strongly advised to raise any queries you have ahead of those

meetings so as to ensure a considered response.

5.2 Creditors wishing to raise queries should call the CVA helpline on 0844 815 6067.

Alternatively, creditors may raise queries by letter addressed to KPMG LLP, St James'

Square, Manchester M2 6DS and marked for the attention of Brian Green.

PART III: STATUTORY INFORMATION, BACKGROUND AND FINANCIAL

INFORMATION

1. CORPORATE INFORMATION

The statutory information in respect of each Company's:

1.1.1 date of incorporation;

1.1.2 prior registered names;

1.1.3 registered number;

1.1.4 registered office; and

1.1.5 principal trading address,

can be found at Annex 2 (Statutory Information).

2. HISTORY

2.1 Background

2.1.1 JJB is one of the UK's leading sports retailers. JJB was originally formed in 1971

to acquire the business of a single sports store in Wigan. The original store was

established by JJ Broughton in the early 1900s and was then bought by JJ

Braddock and then JJ Bradburn. When David Whelan bought the store from John

Bradburn he maintained the JJB name. Trading from four stores in 1976, the store

portfolio grew to 120 stores in 1994, at which point JJB was floated on the main

market of the London Stock Exchange.

2.1.2 In 1998, JJB acquired the business of Sports Division, which was JJB's largest

competitor at the time. The acquisition then made JJB the largest sports retailer in

the UK. Since 1998, the Sports Division business has been fully integrated within

the JJB group. JJB now operates from approximately 190 retail stores and Blane

from a further 60 retail stores.

2.1.3 JJB acquired Blane in 1998 and JJB is Blane's sole shareholder. Blane trades

under the JJB name and, like JJB, Blane stores focus on sales of sports footwear,

clothing and equipment.

2.1.4 Following a period of substantial losses as a consequence of difficult high street

trading conditions, on 19 February 2009 joint administrators were appointed to two

of JJB's wholly owned subsidiaries, Original Shoe Company Limited ("OSC") and

Qubefootwear Limited ("Qube"). The appointment of joint administrators to OSC

and Qube was provided for in the terms of the Standstill and did not directly affect

any of the Group's other trading businesses. The joint administrators of both OSC

and Qube are Richard Dixon Fleming, David Costley-Wood and Blair Carnegie

Nimmo of KPMG LLP.

3. ASSETS AND LIABILITIES

3.1 The following financial information, so far as within the Directors immediate knowledge, and

otherwise on the basis set out there, can be found in Annex 18 (Summary Statement of

Affairs):

3.1.1 In relation to JJB:

(A) details of JJB's assets, with an estimate of their respective

values; and

(B) the nature and amount of JJB's liabilities.

3.1.2 In relation to Blane:

(A) details of Blane's assets, with an estimate of their respective

values; and

(B) the nature and amount of Blane's liabilities.

3.2 Secured Creditors

3.2.1 The Companies are parties to the Existing Facilities granted by the Lenders.

3.2.2 As at 29 March 2009, the following amounts were outstanding under those

facilities:

(A) Barclays – £29,657,293

(B) BoS – £8,469,000

3.2.3 The Lenders have the benefit of security, details of which can be found at Part A

of Annex 11 (List of Security) over all of the assets of the Companies.

3.2.4 Whilst JJB has entered into New Facilities with each of the Continuing Lenders,

the New Facilities are still conditional and not yet available to JJB. Pursuant to the

terms of the Barclays Facility, Barclays will make a short term £25 million loan

available to JJB until 31 August 2009 and pursuant to the terms if the BoS Facility,

BoS will make a medium term £25 million working capital facility available until 30

September 2010. The New Facilities will only be available to JJB, inter alia, upon

the occurrence of the Implementation Date. Upon drawdown, the New Facilities

will replace JJB's existing bi-lateral facilities.

3.3 Other Security

3.3.1 As part of its acquisition of Blane in 1998, JJB issued to the vendors of Blane (the

"Blane Noteholders") loan notes (the "Loan Notes") pursuant to a loan note

instrument dated 11 September 1998. The Blane Noteholders now include the

vendors of Blane and certain of their affiliates. In 2001, JJB undertook to deposit

and maintain cash collateral and to grant cash collateral charges in favour of the

Blane Noteholders. The amount of cash collateral is equal to the principal amount

of the Loan Notes from time to time together with interest due or owing but unpaid.

The amount of cash collateral is currently approximately £168,117,000.

3.3.2 Details of other security granted by the Company in favour of the Blane

Noteholders can be found in Part B of Annex 11 (List of Security).

3.4 Preferential Creditors

All Preferential Creditors will continue to be paid in full.

3.5 Unsecured Creditors

3.5.1 The total claims of Unsecured Creditors as advised by the Directors in the

Summary Statement of Affairs in respect of JJB are £373,482,000.

3.5.2 The total claims of Unsecured Creditors as advised by the Directors in the

Summary Statement of Affairs in respect of Blane are £57,184,000.

3.5.3 Voting of the Ordinary Unsecured Creditors at the meetings of creditors is

weighted on the basis of one vote per £1 of outstanding debt owed by the

Companies.

3.5.4 Voting of the CVA Property Creditors and Open Premises Landlords at the

meetings of creditors will be determined by the chairman of the meeting in

accordance with Rule 1.17A of the Insolvency Rules (in respect of JJB) and under

Rule 1.15B of the Insolvency (Scotland) Rules (in respect of Blane).

3.5.5 Ordinary Unsecured Creditors (other than CVA Property Creditors and Open

Premises Landlords) and Excluded Creditors shall continue to be paid in full. The

Liabilities of Closed Premises Landlords, Contingent Property Creditors and Open

Premises Landlords shall be compromised in accordance with the terms of the

Arrangement.

3.6 Connected creditors

It is necessary for the Proposal to set out details of Connected Creditors. The meaning of

Connected Creditors is set out in the section 249 of the Insolvency Act. The following are

Connected Creditors to JJB, together with where available, the approximate debt:

3.6.1 Blane: £148,772,136.

3.6.2 Sports Division (Eirann) Limited: £22,371,124.

3.6.3 KooGa Rugby Limited: £106.

3.6.4 Source Lab Limited: £3,500.

3.6.5 All amounts due from either or both of the Companies to Connected Creditors will

continue to be paid in full in accordance with the terms of the Arrangement.

3.7 Guarantees

3.7.1 A list of guarantees given by each of the Companies can be found at Part A and

Part B of Annex 9 (List of Guarantees).

3.7.2 The list indicates where such guarantees have been granted to a Connected

Creditor.

3.7.3 No guarantee for any Liabilities will be offered by or granted to a Director pursuant

to the Arrangements.

3.8 Prescribed Part

3.8.1 The prescribed part is a proportion of floating charge realisations set aside for

unsecured creditors pursuant to section 176A of the Insolvency Act (the

"Prescribed Part"). The Prescribed Part applies to all floating charges created on

or after 15 September 2003.

3.8.2 In respect of JJB, the Directors estimate, to the best of their knowledge and belief,

that if JJB entered liquidation:

(A) the value of the Prescribed Part would be £600,000; and

(B) the value of the JJB's net property would be £8,143,000.

3.8.3 In respect of Blane, the Directors estimate, to the best of their knowledge and

belief, that if Blane entered liquidation:

(A) the value of the Prescribed Part would be £536,000; and

(B) the value of Blane's net property would be £2,665,000.

3.9 The CVAs disapply the Prescribed Part requirement as the CVAs do not involve the

realisation of Assets and the distribution of those proceeds of realisation to creditors.

Instead the CVAs permit the continuation of the Companies' businesses as going concerns.

4. CLAIMS BY A LIQUIDATOR

4.1 The Directors, to the best of their knowledge and belief, do not believe that there are any

circumstances giving rise to the possibility, in the event that the Companies should go into

liquidation, of an application to: (i) (in respect of JJB) the Court for an order in respect of

any transaction which is or may be at an undervalue, a preference, an extortionate credit

transaction or a void floating charge under sections 238, 239, 244 and 245 of the

Insolvency Act or (ii) (in respect of Blane) the Scottish Court for an order in respect of any

transaction which is or may be a gratuitous alienation (i.e. a transaction at an undervalue

under Scottish law), unfair preference, an extortionate credit transaction or a void floating

charge under sections 242, 243, 244 and 245 of the Insolvency Act. It is not proposed to

make provision for indemnifying the Companies in respect of any claims under these

sections.

4.2 In any event, the CVAs envisage that the Companies will continue to trade and will not be

liquidated.

5. THIRD PARTY PROPERTY

No property from any third party is proposed to be included in the Arrangements.

6. PROPOSED DURATION OF THE CVAS

6.1 Each CVA will continue until the CVA Supervisors have completed the implementation of it

in accordance with the terms set out in Part VII (Terms of the Company Voluntary

Arrangements). Accordingly, it is not possible to state with any certainty the proposed

duration of the CVAs. However, it is intended that the CVAs will be concluded as soon as

reasonably practicable.

6.2 The CVAs will come to an end when the CVA Supervisors are satisfied that the obligation

upon the Company to discharge the CPL Payments has been fully satisfied. At such time,

the CVA Supervisors will send to creditors and members of each Company who are bound

by the CVA a Notice of Termination.

6.3 The obligations of:

6.3.1 the Open Premises Landlords to accept the amended payment terms in respect of

the Open Premises Leases;

6.3.2 the Closed Premises Landlords to accept that no further payments will be made

under the Closed Premises Leases; and

6.3.3 the Contingent Property Creditors to compromise and release their claims against

the Companies in relation to Closed Premises Leases for £1,

shall survive the termination of the CVAs.

7. PAYMENTS TO NOMINEE

7.1 The Nominees shall be remunerated in respect of their work in preparing and implementing

the CVA and all acts reasonably incidental thereto.

7.2 The basis of the Nominee's remuneration will be fixed by reference to the time properly

given by them and their staff in attending to matters arising in connection with the CVA.

Such time costs shall be charged at the Nominee's standard rates from time to time for

insolvency related work set out in Annex 10 (Average KPMG Charge Out Rates).

7.3 Costs and expenses incurred by the Nominees shall be invoiced to the Companies and

shall be paid by the Companies promptly.

7.4 Any remuneration of the Nominees and any costs or expenses incurred by them shall bear

VAT (if any) at the applicable rate in force from time to time.

7.5 The Nominees anticipate that their fees shall amount to £260,000 in respect of JJB; and

£90,000 in respect of Blane (exclusive of expenses and disbursements).

8. APPLICATION OF FUNDS

8.1 The Arrangements provide for amounts standing to the credit of the Payment Accounts to

be held on bare trust by the Companies for the benefit of the Closed Premises Landlords.

8.2 Payments will be made on the CPL Payment Date to each Closed Premises Landlord with

an Allowed Closed Premises Claim and each OSC Premises Landlord with an Allowed CVA

Claim in respect of OSC Parent Guarantees.

8.3 Interest at the Default Rate will be payable if the Companies do not deposit the relevant

amount of the CPL Payment Amounts to the relevant accounts on the due date. Any such

interest will be distributed to Closed Premises Landlords with Allowed Closed Premises

Claims and OSC Premises Landlords with Allowed CVA Claims in respect of OSC Parent

Guarantees pari passu to their aggregate claims.

PART IV: KEY TERMS OF THE PROPOSAL

1. TERMS OF THE ARRANGEMENTS

1.1 This Part IV briefly summarises the binding terms of the Proposal set out in Part VII (Terms

of the Company Voluntary Arrangements).

1.2 Summary of what is proposed

The Arrangements, if implemented, will compromise all liabilities of the Companies to:

1.2.1 Open Premises Landlords as a consequence of the implementation of Rent

Concession Agreements relating to the Open Premises Leases pursuant to the

terms of the CVAs;

1.2.2 Closed Premises Landlords and Contingent Property Creditors as a consequence

of the proposal for Closed Premises pursuant to the terms of the CVAs; and

1.2.3 OSC Premises Landlords as a consequence of the proposal for OSC Parent

Guarantees pursuant to the terms of the CVAs.

1.3 Rates

1.3.1 The Rates on all Closed Premises which are the liabilities of the Companies will

be paid by the relevant Company prior to the surrender, forfeiture, irritancy,

assignation or assignment of the relevant Closed Premises Lease (which, in each

case shall take place at the relevant Closed Premises Landlord's option).

1.3.2 The Rates on all Open Premises which are the liabilities of the Companies will be

paid by the relevant Company for the remainder of the term of the relevant Open

Premises Lease.

1.4 Open Premises Landlords

1.4.1 Consequences of the CVAs for Open Premises Landlords:

(A) The Open Premises are listed in Annex 5 (List of Open

Premises).

(B) The Open Premises do not include any premises used by the

Companies in the Republic of Ireland and the terms of leases

in respect of premises located in the Republic of Ireland of

which either of the Companies are a tenant shall continue in full

force and effect.

(D) During and with effect from the commencement of the Open

Premises Rent Concession Period (which is the period

commencing on the Next Quarter Day and ending on the

Monthly Rent Termination Date) each Open Premises Landlord

shall be bound by a rent concession binding on each relevant

Open Premises Landlord and any successor in title to the

relevant Open Premises Lease and personal to each of the

Companies on the terms set out at Annex 17 (Terms of Rent

Concession Agreement) (each a "Rent Concession

Agreement") such that:

(1) the obligation to pay Open Premises Rent on each of the

Open Premises on a quarterly basis in advance shall

cease for the Open Premises Rent Concession Period;

and

(2) the Open Premises Rent for the Open Premises Rent

Concession Period shall instead be paid in twelve equal

monthly instalments in advance with the first instalment

due on the date on which the next payment of Open

Premises Rent is due as prescribed in the relevant Open

Premises Lease, being the Next Quarter Day.

1.5 Closed Premises Landlords

1.5.1 Consequences of the CVAs for Closed Premises Landlords:

(A) The Closed Premises are those listed in Annex 4 (List of

Closed Premises). Closed Premises includes all shops and

other premises of the Companies closed or vacated at the date

hereof, certain premises in relation to which the Companies

have entered into an Agreement for Lease and certain

premises in which a Sub-Tenant is in occupation.

(B) Where Closed Premises are the subject of any Agreement for

Lease, any CVA Claim of a Closed Premises Landlord shall be

assessed on the basis that any lease to be granted pursuant to

an Agreement for Lease shall be deemed to be granted on the

Implementation Date with any outstanding capital payments

due from the Companies under any such Agreements for

Lease for tenants fit out works to be deemed to be

Dilapidations Amounts.

shall not be affected or compromised by the terms of the CVAs.

(D) A Closed Premises Landlord will be entitled to a CPL Payment

in respect of its Closed Premises Lease if its Voting & Notice of

Claim becomes an Allowed Closed Premises Claim in

accordance with the terms of the CVAs.

(E) A CVA Claim of a Closed Premises Landlord in respect of a

Closed Premises Lease shall only become an Allowed Closed

Premises Claim if it is accepted by the CVA Supervisor. The

CVA Supervisor shall only accept a CVA Claim of a Closed

Premises Landlord in respect of a Closed Premises Lease if it

is calculated applying the Closed Premises Landlord

Assumptions set out in Annex 7 (Closed Premises Landlord

Assumptions).

(F) The Closed Premises Landlord Assumptions have been

formulated by the Directors on the basis of professional advice

received from King Sturge LLP. The Closed Premises Landlord

Assumptions will give the Closed Premises Landlords a CVA

Claim that is intended to represent the reasonable economic

loss suffered by Closed Premises Landlords as a consequence

of the terms of the CVA.

(G) A CVA Claim shall be an Allowed Closed Premises Claim if the

CVA Supervisor accepts that it is the aggregate of the following

amounts:

(1) the Total Closed Premises Rent; plus

(2) the Dilapidations Amounts; less

(3) the Mitigation Amount.

(H) The "Total Closed Premises Rent" is the total amount of

Closed Premises Rent assessed to be due to a Closed

Premises Landlord for the Minimum Remaining Term of a

Closed Premises Lease.

(I) The "Dilapidations Amount" is an amount assessed to be the

anticipated dilapidation claims from Closed Premises Landlords.

(J) The "Mitigation Amount" will reduce the CVA Claim of the

Closed Premises Landlord and will include the items set out in

Paragraphs 4 to 6 of Annex 7 (Closed Premises Landlord

Assumptions).

1.5.2 The CPL Payment Amount for JJB shall be the sum of £7,356,259 in aggregate,

which shall be paid by JJB to an account nominated by the CVA Supervisor in

accordance with the terms of the CVAs in two instalments:

(A) £3,678,130 shall be paid to the CVA Supervisor on 30

September 2009; and

(B) £3,678,129 shall be paid to the CVA Supervisor on 31

December 2009.

1.5.3 The CPL Payment Amount for Blane shall be the sum of £2,643,741 in aggregate,

which shall be paid by Blane to an account nominated by the CVA Supervisor in

accordance with the terms of the CVA in two instalments:

(A) £1,321,871 shall be paid to the CVA Supervisor on 30

September 2009; and

(B) £1,321,870 shall be paid to the CVA Supervisor on 31

December 2009.

1.5.4 The Allowed Closed Premises Claims of all Closed Premises Landlords shall rank

rateably amongst themselves (and with the Allowed CVA Claims of OSC

Premises Landlords in respect of OSC Premises Guarantees) and each Closed

Premises Landlord shall be entitled to Payment on a pari passu basis from the

CPL Payment Amount on each CPL Payment Date.

1.5.5 A CVA Creditor of Blane who has the benefit of a guarantee from JJB shall have

the right to issue a Voting & Notice of Claim against both Blane and JJB in respect

of its CVA Liability and shall be entitled to receive CPL Payments in accordance

with the terms of the CVAs from both the JJB CPL Payment Amount and the

Blane Payment Amount provided always that the total amount paid to that CVA

Creditor shall not exceed the principal amount of its claim against Blane.

1.5.6 The right of a Closed Premises Landlord to receive CPL Payments in respect of

an Allowed Closed Premises Claim shall be a full and final discharge of all and

any Liability which either Company has to the Closed Premises Landlord under a

Closed Premises Lease. Such discharge and release is automatic and irrevocable.

No further amounts will be payable to the Closed Premises Landlords under the

Closed Premises Leases and there shall be no other obligation of whatsoever kind

owed by either Company in respect of any Closed Premises Lease except as

specifically provided by the terms of the CVAs.

1.5.7 Following the Implementation Date, if a Closed Premises Landlord requests a

Company to enter into an assignation, assignment or surrender of a Closed

Premises Lease, the Company shall enter into such assignment or surrender

provided that it does not incur any liability to any person under or in connection

with the assignation, assignment or surrender, whether at the time it is entered

into or at any time in the future.

1.6 Contingent Property Creditors

1.6.1 Each Companies' contingent Liabilities, being amongst others, its residual

liabilities to landlords under leases where the relevant Company has assigned its

interest to a third party, will be released for £1, as such creditors would be unlikely

to receive any dividend on such claims in an insolvent liquidation of the relevant

Company.

1.6.2 The Contingent Property Creditors have contingent claims against the Companies.

In summary, those creditors include:

(A) guarantors of the Closed Premises Leases (other than JJB in

relation to Closed Premises Leases entered into by Blane);

(B) former tenants of Closed Premises;

(D) sub-tenants occupying the Closed Premises.

1.7 OSC Premises Landlords

1.7.1 Consequences of the CVAs for OSC Premises Landlords:

(A) An OSC Premises Landlord will be entitled to a CPL Payment

in respect of its OSC Parent Guarantee if its Voting & Notice of

Claim becomes an Allowed CVA Claim in accordance with the

terms of the CVAs.

(B) An Allowed CVA Claim of an OSC Premises Landlord in

respect of an OSC Parent Guarantee shall be treated on the

same basis as the CVA Claim of a Closed Premises Landlord

in respect of a Closed Premises Lease save that the amount of

its CVA Claim that shall be treated as being Allowed shall be

an amount equal to:

(1) if its Claim in respect of an OSC Premises Lease has

been admitted for proof in either the administration or

liquidation of OSC, the amount so admitted for proof; or

(2) if its Claim in respect of an OSC Premises Lease has been

rejected for proof in the administration or liquidation of

OSC, nil; or

(3) if it has not, as at the Claims Date, had its claim in respect

of an OSC Premises Lease admitted or rejected for proof

in the administration or liquidation of OSC, its CVA Claim in

respect of its OSC Parent Guarantee will be adjusted by

the CVA Supervisor and shall only be allowed in an

amount equal to the amount for which it would have been

Allowed in accordance with the terms of the CVA had its

OSC Parent Guarantee been a Closed Premises Lease.

2. PREFERENTIAL AND SECURED CREDITORS

The Arrangement will not affect the rights of Preferential Creditors in respect of Preferential

Liabilities nor any creditor to the extent that it has a security interest.

PART V: ESTIMATED OUTCOMES FOR CREDITORS

1. ESTIMATED OUTCOMES FOR CREDITORS

1.1 This Part V (Estimated Outcomes for Creditors) only demonstrates the estimated outcomes

for the claims of Closed Premises Landlords and Contingent Property Creditors as at the

Implementation Date and does not demonstrate the impact of the CVAs on the on-going

relationship between the Companies and their creditors.

1.2 The following examples are intended to describe the estimated outcomes for Closed

Premises Landlords on each of the following basis:

1.2.1 each of the CVAs succeeds;

1.2.2 the Companies are liquidated and their respective businesses are not sold as a

going concern with the result that all Open Premises Leases and all Closed

Premises Leases are disclaimed pursuant to section 178 of the Insolvency Act or

(under Scottish law) surrendered or renounced; and

1.2.3 the Companies are in administration and their respective businesses are sold as a

going concern along with the Open Premises Leases, but the Closed Premises

Leases are retained. It is assumed in this outcome that the Closed Premises

Leases will ultimately be disclaimed or (under Scottish law) surrendered or

renounced in a subsequent liquidation of the Companies.

1.3 The Companies' assets comprise primarily interests in leasehold commercial retail real

estate and stock. Following the number of significant high street failures in the past year,

there is no significant active market for interests in leasehold commercial retail real estate.

Nor given the current distress being experienced by comparable high street retail

businesses is there an active market for stock of this nature. It would therefore be difficult,

and involve a high degree of speculation, for the Directors to put a value on those assets

exceeding their liquidation value.

1.4 The estimated outcomes for each of the major creditor groups (excluding Secured Creditors

and Preferential Creditors) in each of the Companies is set out at Annex 6 (Outcome

Statements) on the basis that:

1.4.1 each of the CVAs is successful;

1.4.2 each of the CVAs is unsuccessful and the Companies are liquidated; or

1.4.3 each of the CVAs is unsuccessful and the Companies are placed into

administration.

1.5 It is estimated that the costs of the CVAs will be significantly lower than those that would

otherwise be incurred in the alternative scenarios described above.

2. WORKED EXAMPLES OF THE METHODOLOGY FOR VALUING THE CVA CLAIM OF A

CLOSED PREMISES LANDLORD

2.1 Example 1: No Sub-Tenant

Store A is currently trading with annual rent of £300,000 and service charge costs of

£30,000 and has a lease due to expire in March 2016. The landlord of Store A was

paid in advance on 25 March for that rent quarter. The store occupies an area of

15,000 square feet.

The landlord claim is calculated in eight stages as follows:

1) Rent arrears due will be £nil (as paid on 25

March in advance).

2) Rent and service charge amounts to lease expiry equal £2.31 million (£330,000 x

seven years). For the first two years of the lease, it is assumed that the store is

empty and therefore the loss will be incurred in full.

3) A dilapidations provision of £150,000 would also be included in the claim (15,000

sq ft. at £10 per sq. ft.).

Mitigation

4) For the third and fourth years of the lease, it is assumed that the landlord will give

a rent free incentive and therefore only service charges will be received in this

period. This will reduce the loss by £60,000 (based on service charges of £30,000

x 2 years).

5) For the final three years of the lease, it is assumed that rent of 75% of the current

market rent would be achieved; hence the claim will be reduced by £765,000 (75%

of £300,000 plus service charges of £30,000 for 3 years).

6) As property A is not sublet, no further reduction would be made for mitigated

losses.

£000s

2,310

150

(60)

(765)

7) The net claim prior to any discount factor would therefore be £1.64 million.

1,635

8) The net present value of the claim above discounted at 5% (five per cent.).

1,438

2.2 Example 2: Sub-Tenant

Store B is currently closed with annual rent of £300,000 and service charge costs of

£30,000 and has a lease due to expire in March 2016. The landlord of Store B was paid in

advance on 25 March for that rent quarter. The store occupies an area of 20,000 square

feet. Store B has a subtenant which pays annual rent of £270,000 and the service charge

costs of £30,000. The sublease is due to expire in March 2012.

The landlord claim is calculated in 7 stages as follows:

1) Rent arrears due will be £nil (as paid on 25

March in advance).

2) Rent and service charge amounts to lease expiry equal £2.31 million (£330,000 for

7 years).

3) A dilapidations provision of £200,000 would also be included in the claim (20,000

sq ft. at £10 per sq. ft.).

Mitigation

4) Rent and service charge due from subtenant for the remainder of the sublease

(£300,000 for 3 years = £900,000).

5) For the first two years after the expiry of the sublease, it is assumed that the store

is empty and therefore the loss will be incurred in full. For the third and fourth

years from expiry of the sublease, it is assumed that the landlord will give a rent

free incentive and therefore only service charges will be received in this period.

This will reduce the loss by £60,000 (based on service charges of £30,000 for 2

years).

£000s

2,310

200

(900)

(60)

6) The net claim prior to any discount factor would therefore be £1.55 million.

1,550

7) The net present value of the claim above discounted at 5% (five per cent).

1,249

PART VI: TAX INFORMATION AND TAX DISCLAIMER

1. TAX INFORMATION AND TAX DISCLAIMER

1.1 CVA Creditors, when considering the Proposal should consult their own tax advisers

concerning the tax consequences of the Proposal to determine their own tax position as a

result of the CVAs being implemented and becoming unconditional in accordance with their

terms in the light of their particular situations.

1.2 No representations are made by any person with respect to the tax consequences for any

particular holder of CVA Claims.

SECTION 2: TERMS OF THE PROPOSAL

PART VII: TERMS OF THE COMPANY VOLUNTARY ARRANGEMENTS

1. DEFINITIONS AND INTERPRETATION

1.1 Expressions defined in Part A of Annex 1 (Definitions and Interpretation) which are used in

the terms of the CVAs shall have the meanings specified in Part A of Annex 1 (Definitions

and Interpretation).

1.2 The provisions of Part B of Annex 1 (Definitions and Interpretation) shall apply to the

interpretation of the CVAs.

1.3 The terms set out in this Part VII shall take precedence over all other Parts of this Proposal.

2. APPLICATION OF THE CVAS

2.1 The terms of the CVAs shall apply to each of JJB and Blane as a separate company

voluntary arrangement between each Company and its CVA Creditors, save where those

terms relate only to a specific Company or, if the context so requires, those terms shall

apply only in the CVA of that specific Company. References to "a CVA" or "the CVA" shall

be construed accordingly.

3. IMMEDIATELY EFFECTIVE PROVISIONS OF THE CVAS

3.1 The provisions of this Clause 3 and Clauses 4 (Conditions Precedent to the CVA), 6

(Moratorium), 12 (Compromise of the Liability due to Closed Premises Landlords), 16

(Disputed Claims of Closed Premises Landlords), 23 (Currency of Payment) to 32 (Set-offs),

34 (Termination of the CVAs) and 37 (Governing Law and Jurisdiction) shall have full force

and effect for the Companies immediately from the time the report is made to the Court

pursuant to section 4(6) of the Insolvency Act in respect of the Companies.

3.2 If for any reason the conditions precedent to the Implementation Date provided for in

Clause 4.3 are not satisfied or waived for the Companies and the CVA terminates in

accordance with Clause 34 (Termination of the CVAs), this Clause 3 shall cease to have

effect in relation to the Companies provided that Clause 25 (Powers and Intention of the

CVA Supervisors) and 37 (Governing Law and Jurisdiction) shall continue in full force and

effect and the CVA Supervisors shall be entitled to be remunerated at their normal hourly

rates for any work carried out. Any such cost or expense shall be a charge or expense of

the relevant administration or liquidation of the Company.

4. CONDITIONS PRECEDENT TO THE CVAS

4.1 With the exception of the provisions referred to in Clause 3 (Immediately Effective

Provisions of the CVAs), no provision of the CVAs shall come into effect for the Companies

until each of the following conditions are satisfied or waived:

4.1.1 a report to the Court or Scottish Court of the decision approving the CVA for the

relevant Company has been made pursuant to section 4(6) of the Insolvency Act;

4.1.2 no application has been made to the Court or Scottish Court under sections 4A(3)

or 6(1) of the Insolvency Act or Rule 1.17A(5) of the Insolvency Rules (in respect

of JJB) or under Rule 1.15B(5) and (6) of the Insolvency (Scotland) Rules (in

respect of Blane) and no such application has been threatened in writing, or that if

any such application has been served or threatened, it has been dismissed or, in

the case of a threatened application, either:

(A) if such application has been served prior to the expiry of the

Challenge Period, such application(s) has been dismissed;

(B) the time period allowed under section 6(3)(b) of the Insolvency

Act for the making of any such application has expired; or

such threatened application is unmeritorious.

4.2 Each CVA is conditional upon the other CVA becoming effective in accordance with Clause

4.1, so that if any of the conditions referred to in Clause 4.1 are not satisfied in respect of

each of the CVAs, then neither CVA shall come into effect.

4.3 The "Implementation Date" for each of the CVAs shall be the date on which the last of the

conditions precedent set out in Clauses 4.1 and 4.2 are satisfied or waived by the Directors

of the relevant Company.

4.4 The CVA Supervisors will promptly notify the CVA Creditors of the occurrence of the

Implementation Date.

5. OPERATION OF THE COMPANIES

5.1 The affairs, business, Assets and properties of the Companies will be managed by their

relevant Directors in the ordinary course of business as was carried on by the Companies

prior to the Implementation Date.

5.2 It is intended that the trading activities of the Companies will continue. The Companies

acting through their Directors shall remain solely responsible for the conduct of the future

trading of their business. The Supervisors shall not have any involvement in or personal

liability in respect of any ongoing trading activities or any debts incurred in respect of such

trading.

6. MORATORIUM

6.1 No CVA Property Creditor shall be entitled to take or continue any legal process against the

Companies or their Assets (whether by way of demand, legal proceedings, alternative

determination process (including an expert determination process), the levying of distress,

execution of judgment or otherwise) in any jurisdiction whatsoever for the purpose of:

6.1.1 obtaining payment of any Liability relating directly or indirectly to a Closed

Premises Lease or taking any action in relation to the enforcement of any

covenant or obligation of the Companies under a Closed Premises Lease;

6.1.2 placing the Companies into liquidation, administration or any analogous

proceedings in any jurisdiction.

6.2 During the Open Premises Rent Concession Period, no Open Premises Landlord shall be

entitled to take or continue any legal process against the Companies or their Assets

(whether by way of demand, legal proceedings, alternative determination process (including

an expert determination process), the levying of distress, execution of judgment or

otherwise) in any jurisdiction in relation to any existing breaches or defaults of any Open

Premises Lease that has arisen as a result of the Proposal or the Arrangement.

6.3 Nothing in this Clause 6 shall prejudice the enforcement by a CVA Creditor of its rights

under the CVAs.

6.4 The provisions of Clause 6 shall survive a termination of the CVA pursuant to Clause 34

(Termination of the CVA).

7. ESTABLISHING ALLOWED CVA CLAIMS

7.1 CVA Claims of Closed Premises Landlords will only qualify for Payments to the extent they

are Allowed Closed Premises Claims. Any such CVA Claim which is not an Allowed Closed

Premises Claim shall be treated as a Disputed Claim.

7.2 The Companies shall for all purposes be released and discharged from and in respect of

any CVA Claim to the extent it is not an Allowed Claim or a Disputed Claim.

8. EFFECT UPON EXISTING UNSECURED LIABILITIES OF A COMPANY

8.1 Except as provided for in Clause 8.5, the Arrangement will not affect the claims of any

Existing Unsecured Creditors of the relevant Company at the Implementation Date.

8.2 Subject to Clause 8.5 and, in respect of any Liability in respect of Open Premises Leases,

Clause 19 (Open Premises Landlords), the relevant Company will pay the Existing

Unsecured Liabilities as they fall due in accordance with the payment terms applicable to

those Existing Unsecured Liabilities or otherwise agreed between the relevant Company

and Existing Unsecured Creditor.

8.3 To the extent that there is any dispute as to the validity or amount of the Existing Unsecured

Liabilities such dispute shall be dealt with in accordance with the terms of the relevant

agreement or arrangement pursuant to the terms of which such Existing Unsecured Liability

was incurred.

8.4 For the purposes of Clause 8.2, each Company shall treat each Existing Unsecured Liability

as an Allowed CVA Claim.

8.5 With effect from the Implementation Date, Existing Unsecured Creditors waive and release

the relevant Company from any obligations in relation to any existing breaches or defaults

of any agreement or arrangement creating an Existing Unsecured Liability that has arisen

as a result of the Proposal or the Arrangement. Otherwise, all other accrued rights of the

Existing Unsecured Creditors will remain.

9. EFFECT UPON PROPERTY LIABILITIES OF A COMPANY

9.1 The CVA will compromise the claims of all CVA Property Creditors of the relevant Company.

9.2 Payment in respect of Closed Premises Liabilities shall only be made to CVA Property

Creditors in accordance with the terms of each of the CVAs.

10. CPL PAYMENT AMOUNTS

10.1 Payment Accounts shall be opened as follows:

10.1.1 JJB shall open a Payment Account in the name of the Company with a bank

designated by the CVA Supervisor (the "JJB Payment Account"); and

10.1.2 Blane shall open a Payment Account in the name of the Company with a bank

designated by the CVA Supervisor (the "Blane Payment Account").

10.2 The CVA Supervisor shall have sole signing rights on the Payment Accounts.

10.3 The Payment Accounts shall not be allowed to become overdrawn.

10.4 JJB shall deposit two amounts of which in aggregate total £7,356,259 into the JJB Payment

Account:

10.4.1 an aggregate amount of £3,678,130 shall be deposited into the JJB Payment

Account on 30 September 2009; and

10.4.2 an aggregate amount of £3,678,129 shall be deposited into the JJB Payment

Account on 31 December 2009.

10.5 Blane shall deposit two amounts of which in aggregate total £2,643,741 into the Blane

Payment Account:

10.5.1 an aggregate amount of £1,321,871 shall be deposited into the Blane Payment

Account on 30 September 2009; and

10.5.2 an aggregate amount of £1,321,870 shall be deposited into the Blane Payment

Account on 31 December 2009.

10.6 The Companies shall pay interest at the Default Rate in relation to any late payment under

this Clause 10 ("Late Payment Default Interest") into the relevant Payment Account.

10.7 Payment Accounts Interest and Late Payment Default Interest accruing on amounts

standing to the credit of the Payment Accounts shall be added rateably to the CPL Payment

Amount of each Allowed Closed Premises Claim which will be paid to Closed Premises

Landlords in accordance with the terms of the CVAs and the OSC Premises Landlords in

respect of Allowed CVA Claims in respect of OSC Parent Guarantees.

10.8 Amounts standing to the credit of the Payment Accounts shall, subject to Clause 22.2, be

held on bare trust by the relevant Company for the benefit of the Closed Premises

Landlords.

11. APPLICATION OF THE CPL PAYMENT AMOUNT

Subject to Clause 15 (OSC Parent Guarantees), the CPL Payment Amounts shall be

applied by the CVA Supervisors in Payment to all of the Closed Premises Landlords with an

Allowed Closed Premises Claim in accordance with the terms of Clause 13 (Payment of

Allowed Closed Premises Claims).

12. COMPROMISE OF THE LIABILITY DUE TO CLOSED PREMISES LANDLORDS

12.1 The rights of each Closed Premises Landlord shall be compromised in accordance with this

Clause 12.

12.2 With effect from the Next Quarter Day:

12.2.1 the relevant Company shall cease to have any obligation to pay any further

amount to the Closed Premises Landlord in respect of any Liability under a Closed

Premises Lease; and

12.2.2 if JJB is a guarantor of a Closed Premises Lease entered into by Blane, JJB shall

cease to have any obligation to make any payment to the relevant Closed

Premises Landlord in respect of any Liability under and be released from the

relevant guarantee(s),

in each case, the Closed Premises Landlord's sole entitlement to payment from a Company

shall be determined in accordance with the provisions of the CVAs.

12.3 Nothing in Clause 12.2 or the compromise effected by the CVAs, shall, except so far as is

necessary for the purpose of releasing each Company from Liability, affect and is not

intended to affect the rights or liabilities of any other person other than the Companies and

the rights of any person other than their rights against the Companies (including without

limitation any liabilities of any Contingent Property Creditor to any person, including any

Closed Premises Landlord).

12.4 Payment under each CVA shall only be made to a Closed Premises Landlord in respect of

a CVA Claim which relates to a Liability incurred on a Closed Premises Lease if that CVA

Claim is an Allowed Closed Premises Claim.

12.5 Any CVA Claim of a Closed Premises Landlord which is not an Allowed CVA Claim shall be

treated as a Disputed Claim.

12.6 Disputes in relation to CVA Claims or purported CVA Claims shall be determined in

accordance with Clause 16 (Disputed Claims of Closed Premises Landlords). The amount

of any Disputed Claim of a Closed Premises Landlord in respect of the Liability due under a

Closed Premises Lease which is agreed pursuant to Clause 16 (Disputed Claims of Closed

Premises Landlords) will become an Allowed Closed Premises Claim.

12.7 A Closed Premises Landlord shall only be treated as a CVA Creditor with an Allowed

Closed Premises Claim in respect of a Liability incurred by a Company under a Closed

Premises Lease if the Closed Premises Landlord submits a Voting & Notice of Claim in

accordance with Clause 12.8.

12.8 A Voting & Notice of Claim must be lodged by a Closed Premises Landlord with the CVA

Supervisors of the relevant Company on or before the Claims Date. If a Voting & Notice of

Claim is lodged after the Claims Date, a CVA Claim of a Closed Premises Landlord will not

rank for Payment unless the CVA Supervisors of the relevant Company or the Court or

Scottish Court determines either that the failure to lodge a Voting & Notice of Claim earlier

did not result from a wilful default or a lack of reasonable diligence on the part of the Closed

Premises Landlord, or that the Closed Premises Landlord:

12.8.1 did not have notice of the creditors' meeting of the relevant Company; or

12.8.2 within 28 days of becoming aware that the creditors' meeting of the relevant

Company had taken place it lodged its Voting & Notice of Claim Form with the

CVA Supervisor.

12.9 In any event, a Voting & Notice of Claim shall not be capable of being lodged by a Closed

Premises Landlord once the entire balance standing to the credit of the CPL Payment

Accounts has been distributed.

12.10 Without prejudice to Clauses 12.8 and 12.9, a Closed Premises Landlord who has not

submitted a Voting & Notice of Claim before the making of any Payments from the CPL

Payments Account is not entitled to disturb, by reason that he has not participated in it,

such Payments or any other Payment declared before his CVA Claim is an Allowed Closed

Premises Claim, but:

12.10.1 if that claim becomes an Allowed Closed Premises Claim against a Company, that

Closed Premises Landlord shall be entitled to be paid out of any balance standing

to the credit of the relevant CPL Payment Account any payment which he has

failed to recover; and

12.10.2 any Payment under Clause 12.10.1 shall be paid before any amount standing to

the credit of the CPL Payment Account of the relevant Company is applied to the

payment of any further Payments to any person.

12.11 A Closed Premises Landlord shall be responsible for the cost of submitting his Voting &

Notice of Claim and, if applicable, of providing such documentary evidence or other

evidence as the CVA Supervisors may require for the purpose of enabling the CVA

Supervisor to admit or reject that CVA Claim.

12.12 A Voting & Notice of Claim may be admitted by the CVA Supervisors either for the whole of

the amount claimed by the Closed Premises Landlord or for part of that amount. The CVA

Supervisors may reject a Claim in whole or in part for any reason. If the CVA Supervisors

do so reject, they shall prepare a written statement of their reasons for doing so and send it

as soon as reasonably practicable to the Closed Premises Landlord.

12.13 The CVA Supervisors shall treat a Voting & Notice of Claim as an Allowed CVA Claim if the

CVA Supervisors determine (acting reasonably) that the relevant CVA Claim has been

calculated in accordance with (and does not exceed the amount provided for) in Clause

12.14.

12.14 The Closed Premises Landlord shall compromise the amount of its CVA Claim in

accordance with the following provisions. The Allowed CVA Claim of a Closed Premises

Landlord shall be an amount equal to:

12.14.1 the Total Closed Premises Rent; plus

12.14.2 the Dilapidations Amount; less

12.14.3 the Mitigation Amount.

12.15 The Dilapidations Amount shall be an amount determined by the CVA Supervisor to be

equal to:

12.15.1 where the relevant Closed Premises is less than 5,000 square feet, £20 per

square foot;

12.15.2 where the relevant Closed Premises is between 5,000 and 10,000 square feet,

£15 per square foot; and

12.15.3 where the relevant Closed Premises is greater than 10,000 square feet, £10 per

square foot.

12.16 The Mitigation Amount shall be the net present value discounted at a rate of 5% (five per

cent) per annum of the amount determined by the CVA Supervisor to be equal to the

aggregate rent the Closed Premises Landlord would receive for the Minimum Remaining

Term of its Closed Premises Lease based on the following assumptions:

12.16.1 the Closed Premises takes two years to re-let;

12.16.2 the Closed Premises Landlord receives no rent for up to two years in respect of a

rent free period offered in respect of a Closed Premises; and thereafter;

12.16.3 the Closed Premises Landlord receives an amount equal to 75% of the annual

rent payable under that Closed Premises Lease as at the Implementation Date;

and

12.16.4 the Companies pay to the relevant Closed Premises Landlord amounts received

from Sub-Tenants and each Sub-Tenant remains in the relevant Closed Premises

for the remainder of the term of the relevant sub-tenancy.

13. PAYMENT OF ALLOWED CLOSED PREMISES CLAIMS

13.1 Subject to Clause 15 (OSC Parent Guarantees), it is the intention of the CVA Supervisors

that Payment of the CPL Payment Amount should be made rateably to Closed Premises

Landlords with Allowed Closed Premises Claims as quickly as practicable.

13.2 The Companies shall have no further obligation or Liability to pay any amount to a Closed

Premises Landlord under or in connection with a Closed Premises Lease.

13.3 A Closed Premises Landlord's recourse against a Company in respect of a CVA Claim shall

be solely in respect of those payments to be made pursuant to the CVA as a result of that

CVA Claim becoming an Allowed Closed Premises Claim. Recourse in respect of such

CVA Claims shall be limited solely to the Closed Premises Landlord's rateable share of the

CPL Payment Amount.

13.4 Payments will be made from the relevant Payment Accounts to a Closed Premises Landlord

with an Allowed Closed Premises Claim at such times and in such amounts as the CVA

Supervisors shall determine.

13.5 In calculating the amount of a Payment to be made from the Payment Accounts, the CVA

Supervisors shall make such provision as is required by Clause 22 (Payment of Disputed

Distributions and Miscellaneous Distribution Provisions) for the amount of any Disputed

Claim.

13.6 All Allowed Closed Premises Claims shall rank pari passu for payment from amounts

standing to the credit of the relevant Payment Account.

14. BLANE LEASES GUARANTEED BY JJB

14.1 JJB is a guarantor of certain Closed Premises Leases of which Blane is the tenant (the

"Guaranteed Leases").

14.2 A Closed Premises Landlord with the benefit of a Guaranteed Lease shall be entitled to

claim in the CVA of JJB (in addition to claiming in the CVA of Blane) for an amount equal to

such Closed Premises Landlord's Allowed Closed Premises Claim in the CVA of Blane and

such claim shall rank for payment pari passu with all other Allowed Closed Premises Claims

and Allowed CVA Claims of OSC Premises Landlords (provided always that the Closed

Premises Landlord shall not, when aggregated with any payment it receives pursuant to the

Blane CVA, recover more than the full amount of its Allowed Closed Premises Claim

against Blane). Payment shall be made pursuant to this Clause 14.2 as thought it were a

payment under Clause 13 (Payment of Allowed Closed Premises Claims).

14.3 If the claim of a Closed Premises Landlord with a Guaranteed Lease is:

14.3.1 a Disputed Claim; or

14.3.2 is rejected,

pursuant to the CVA of Blane, then it (together with any Liability incurred under any

guarantee or otherwise) shall be treated in an identical manner in the JJB CVA.

15. OSC PARENT GUARANTEES

15.1 With effect from the Implementation Date and without prejudice to JJB's rights of

subrogation in respect of any payment made to an OSC Premises Landlord in respect of an

OSC Parent Guarantee, JJB shall cease to have any obligation to pay any amount to the

OSC Premises Landlords in respect of any Liability under an OSC Parent Guarantee or an

OSC Premises Lease.

15.2 Subject to Clause 15.4, an OSC Premises Landlord with the benefit of an OSC Parent

Guarantee shall be treated as having an Allowed CVA Claim in the amount provided for in

this Clause:

15.2.1 if its claim in respect of an OSC Premises Lease has been admitted for proof in

either the administration or liquidation of OSC, the amount so admitted for proof;

15.2.2 if its claim in respect of an OSC Premises Lease has been rejected for proof in the

administration or liquidation of OSC, nil;

15.2.3 if it has not, as at the Claims Date, had its claim in respect of an OSC Premises

Lease admitted or rejected for proof in the administration or liquidation of OSC, its

CVA Claim in respect of its OSC Parent Guarantee shall be Allowed in an amount

equal to the amount for which it would have been Allowed in accordance with the

terms of the CVA had its OSC Parent Guarantee been a Closed Premises Lease.

A Voting and Notice of Claim from an OSC Premises Landlord in respect of an OSC Parent

Guarantee shall be rejected by the CVA Supervisors unless the relevant claim is calculated

in accordance with this Clause.

15.3 Payment shall be made in accordance with the CVA to an OSC Premises Landlord with an

Allowed CVA Claim at the same time and in the same manner as CPL Payments are made

to Closed Premises Landlords with Allowed Closed Premises Claims as though references

in this scheme to Closed Premises Landlords and Allowed Closed Premises Claims were

references to OSC Premises Landlords and Allowed CVA Claims. The Allowed CVA Claims

of OSC Premises Landlords in respect of OSC Parent Guarantees shall rank pari passu

with the Allowed Closed Premises Claims of Closed Premises Landlords such that those

claims share rateably in respect of the CPL Payment Amounts.

15.4 An OSC Premises Landlord shall not, when aggregated with any amounts it receives from

OSC in respect of an OSC Premises Lease, recover more than the full amount of its

Allowed CVA Claim.

15.5 The provisions of Clauses 7 (Establishing Allowed CVA Claims), 9 (Effect upon Property

Liabilities of a Company), 11 (Application of the CPL Payment Amount), 12 (Compromise of

the Liability due to Closed Premises Landlords), 13 (Payment of Allowed Closed Premises

Claims), 16 (Disputed Claims of Closed Premises Landlords) shall, where the context

permits, apply to OSC Premises Landlords as if references to Closed Premises Landlords

were to OSC Premises Landlords.

16. DISPUTED CLAIMS OF CLOSED PREMISES LANDLORDS

16.1 A Disputed Claim of a Closed Premises Landlord shall be resolved in accordance with the

following procedure.

16.2 The Closed Premises Landlord shall serve a notice (a "Disputed Claim Notice") on the

relevant CVA Supervisors of the relevant Company within 21 days of the Closed Premises

Landlord receiving confirmation from the CVA Supervisor that either his CVA Claim has

been:

16.2.1 allowed for a lower amount than that specified in the Voting & Notice of Claim; or

16.2.2 rejected.

16.3 If a Disputed Claim Notice is not given within 21 days, the:

16.3.1 amount for which the claim has been admitted by the CVA Supervisors; or

16.3.2 rejection of the CVA Claim,

(as the case may be) will be treated as being accepted by the relevant Closed Premises

Landlord.

16.4 Each Disputed Claim Notice shall:

16.4.1 give reasons why the Closed Premises Landlord believes that the information

used by the CVA Supervisor in calculating its claim is incorrect;

16.4.2 include such information which the Closed Premises Landlord considers to be

correct together with supporting evidence; and

16.4.3 give details of the amount of the claim to which the Closed Premises Landlord

considers it should be entitled (the "Disputed Claim Amount").

16.5 The CVA Supervisors will consider the reasons, information or particular circumstances and

supporting evidence supplied or other apparent evidence (as applicable). If the CVA

Supervisors do not agree with the Disputed Claim Amount then they may, on giving not less

than 7 days' notice to the Closed Premises Landlord, refer the determination of the

Disputed Claim Amount to a chartered accountant nominated jointly by the CVA

Supervisors and the Closed Premises Landlord or in default of any agreed nomination

within that 7 day period, by the President for the time being of the Institute of Chartered

Accountants of England and Wales (the "Dispute Accountant").

16.6 The Dispute Accountant shall act as expert and not as arbitrator. The Dispute Accountant

shall, in his sole discretion, consider such matters as he thinks fit (including the

representations of the parties) in making his determination and, in particular, may rely on

evidence supplied by one party in the absence of evidence to the contrary from any other

party.

16.7 The decision of the Dispute Accountant shall be final and binding on the parties in so far as

the law allows and the amount determined by the Dispute Accountant shall be the Allowed

CVA Claim of the relevant Closed Premises Landlord.

16.8 The costs of the Dispute Accountant shall be borne equally by the Company to which the

Disputed Claim Notice relates and the Closed Premises Landlord with the Disputed Claim,

unless the Dispute Accountant determines, in the light of the conduct of the parties, that

either party should bear a greater proportion of such costs.

17. COMPROMISE OF THE CONTINGENT PROPERTY CREDITORS CVA CLAIM

17.1 Each CVA Creditor which is a Contingent Property Creditor:

17.1.1 with a claim for any Contingent Property Liability; or

17.1.2 to whom a Company has a Liability in respect of a Contingent Property Liability,

will release absolutely for a consideration of £1 the relevant Company from any Contingent

Property Liability. The amount payable under this Clause shall be paid on the date on which

a claim is made against a Company by a Contingent Property Creditor.

18. DEALING WITH CLOSED PREMISES

18.1 On and from the Implementation Date:

18.1.1 if a Closed Premises Landlord notifies a Company in writing that it wishes to forfeit

or irritate (as the case may be) a Closed Premises Lease, the Company

irrevocably undertakes for the benefit of such Closed Premises Landlord that it

shall not seek relief against the forfeiture of that Closed Premises Lease, or

contest such irritancy, as the case may be;

18.1.2 if requested to do so in writing by the relevant Closed Premises Landlord, the

relevant Company irrevocably undertakes that it will offer a surrender of the

Closed Premises Lease upon terms reasonably acceptable to the relevant

Company which provide for a full release of the relevant Company from all

covenants, obligations and liabilities (whether past, present or future) in respect of

the relevant Closed Premises Lease (but without prejudice to any right which the

Closed Premises Landlord may have to receive a CPL Payment in accordance

with the terms of the CVA); and

18.1.3 if requested to do so in writing by the relevant Closed Premises Landlord, the

relevant Company irrevocably undertakes that it will offer to assign the lease to a

new tenant (identified by the Closed Premises Landlord) or to the Closed

Premises Landlord upon terms reasonably acceptable to the Company which

provide for a full release of the relevant Company from all covenants, obligations

and liabilities (whether past, present or future) in respect of the relevant Closed

Premises Lease and any requirement that the relevant Company enter into any

authorised guarantee agreement in connection with such assignment shall be

waived. The costs of and associated with any such assignment and waiver shall

be borne equally by the parties.

18.2 Sub-lets

18.2.1 If, prior to any assignment, forfeiture, irritancy or surrender being effected in

accordance with this Clause 18 (Dealing with Closed Premises), a Company has

sub-let all or any part of the Closed Premises then, whilst such sub-lease(s) is /are

subsisting the Company shall pay an amount equal to all rent received after the

Next Quarter Day from the sub-tenant to the relevant Closed Premises Landlord

within 7 days of receipt.

18.2.2 Save with the written consent of the Closed Premises Landlord, such consent not

to be unreasonably withheld or delayed, the Company will not, to the extent it is

able, accept a surrender from a sub-tenant nor will it exercise any right of

forfeiture, or irritancy, as the case may be, or other landlord break it may have in

respect of a sub-lease.

18.3 Rates

Until the expiry or sooner determination of any Closed Premises Lease or (if earlier) until

any such lease is forfeited, irritated, surrendered or assigned, if the Company is liable to

pay Rates it shall continue to pay such Rates in full.

19. OPEN PREMISES LANDLORDS

19.1 With effect from the Next Quarter Day until the earlier of:

19.1.1 the date that the relevant Open Premises Lease expires; and

19.1.2 the Monthly Rent Termination Date,

the Companies will not be obliged to pay Open Premises Rents to the Open Premises

Landlords at the times provided for in the Open Premises Leases, instead paying Open

Premises Rent in twelve equal monthly instalments in advance in accordance with the

relevant Rent Concession Agreement with the first instalment due on the Next Quarter Day.

19.2 Both during and following the Monthly Rent Term any provisions of the Open Premises

Leases or Fitness Clubs Leases that provide for early termination, forfeiture or irritancy as

the case may be:

19.2.1 on the occurrence of any insolvency event in respect of the Companies or by

virtue of the fact that the Companies are insolvent; or

19.2.2 by virtue of the variation of rent payment dates contemplated by the Arrangement;

19.2.3 by virtue of the CVA,

shall be waived and the Open Premises Landlords and Fitness Clubs Premises Landlords

shall have no right to determine the Open Premises Leases for such termination events.

19.3 At the end of the Monthly Rent Term, the Open Premises Leases shall revert to their normal

terms and Open Premises Rents shall be paid in the amounts and at the times provided for

in the relevant Open Premises Leases.

20. ASSETS

20.1 Nothing herein involves the realisation of Assets or the acquisition of further assets.

20.2 Save as set out herein, there will be no further Payments in respect of:

20.2.1 Assets acquired by the Companies;

20.2.2 any windfall gains received by the Companies; and

20.2.3 profit and income of the Companies,

received by the Companies after the date of this document.

20.3 Save for funding provided by the Secured Creditors, no third party funding is being provided

to the Companies.

20.4 There will be no further Payments if the Companies' trading exceeds that which was

envisaged at the date of this document.

21. FULL AND FINAL SETTLEMENT

21.1 Upon the Implementation Date, the provisions of the CVA shall constitute a compromise of

all CVA Claims and the payments to be made pursuant to the CVA to any CVA Creditor

shall be in full and final settlement of any CVA Claim.

21.2 Accordingly upon the CVA coming into effect in accordance with Clause 4 (Conditions

Precedent to the CVAs) each CVA Property Creditor agrees to accept the compromise of

CVA Claims as set out in these CVAs as full and final satisfaction of each and every CVA

Liability with the result that every Liability is fully discharged and any obligation or covenant

(howsoever arising) giving rise to or which may give rise to such Liability is fully and

unconditionally released in each case without further acts or assurances.

21.3 CVA Creditors will be deemed to relinquish any tracing claims or any other proprietary

claims whatsoever that they may have to the Assets.

22. PAYMENT OF DISPUTED DISTRIBUTIONS AND MISCELLANEOUS DISTRIBUTION

PROVISIONS

22.1 Specific provisions applicable to Disputed Claims

22.1.1 On the CPL Payment Date, the CVA Supervisors shall reserve from the CPL

Amount available for Payment an aggregate amount of cash sufficient to enable

them to pay each Closed Premises Landlord with a Disputed Claim the amount

that such Closed Premises Landlord would have been entitled to receive on that

date if his Disputed Claim were then an Allowed Closed Premises Claim.

22.1.2 In determining the amount of any Payments to be made on the CPL Payment

Date, the calculations of the CVA Supervisors shall be made as if all Disputed

Claims of Closed Premises Landlords were treated as Allowed in the full amounts

claimed by the holders thereof or such lesser amounts as the Court or Scottish

Court may have approved as a reserve for such Disputed Claims.

22.1.3 If a Disputed Claim, or any portion thereof, becomes an Allowed Closed Premises

Claim, the CVA Supervisors shall, as soon as reasonably practicable, distribute

from the applicable reserve to the Closed Premises Landlord concerned the

amount of cash that he would have received if his CVA Claim had been an

Allowed Closed Premises Claim as at the CPL Payment Date In addition a Closed

Premises Landlord shall receive an amount equal to the interest on such amount

computed at the average rate earned on such reserve (net of any tax and charges

payable thereon) from the relevant CPL Payment Date to the date falling five

business days before the day on which payment of such CVA Claim is scheduled

to be made.

22.1.4 If a Disputed Claim or any portion thereof is determined or agreed not to be a CVA

Claim, the CVA Supervisors may from time to time release from the reserve an

amount of cash equal to the amount of cash that is not required to be distributed

on account of that Disputed Claim and an amount equal to any interest accrued

on that amount which is not required to be paid on that Disputed Claim. The cash

released from the reserve shall be available for distribution to CVA Creditors in

accordance with the terms of the CVAs.

22.2 Specific provisions relating to Unclaimed Payments

22.2.1 If the CVA Supervisors are holding Unclaimed Payments following a CPL

Payment Date, they shall set aside and segregate the Unclaimed Payments in

one or more interest-bearing account(s).

22.2.2 Any Unclaimed Payments and any interest thereon shall, subject to Clause 22.2.3,

be held solely for the purpose of making payment to the Closed Premises

Landlord who has failed to claim such Unclaimed Payment and shall be released

to such person upon his presentation of proof reasonably acceptable to the CVA

Supervisors of his entitlement, together with any interest (net of any tax and

charges payable thereon) earned on the relevant amount.

22.2.3 Any Unclaimed Payment shall be deemed unclaimed property at the expiration of

3 months from the CPL Payment Date (the "Unclaimed Payment Date"); and the

holder of such Unclaimed Payment shall, from that time, be deemed to have

waived his rights thereto. The amount so waived shall, subject to Clause 22.2.4,

be transferred back to the relevant Payment Account and shall be available for

Payment to Closed Premises Landlords with Allowed Closed Premises Claims.

22.2.4 If the aggregate amount of Unclaimed Payments held by the CVA Supervisors in

respect of a Company at the Unclaimed Payment Date is less than £50,000, the

CVA Supervisors shall transfer such amount (the "Unclaimed Payment

Amount") to that Company and the Company shall have no further obligation to

any CVA Creditor or the CVA Supervisors in relation to the Unclaimed Payment

Amount.

22.2.5 All sums payable to a Closed Premises Landlord pursuant to the CVAs may be

paid:

(A) by cheque in favour of the relevant Closed Premises Landlord or as it may

direct and may be sent by post to the relevant Closed Premises

Landlord's last known address; or

(B) by telegraphic transfer to such bank account as the Closed Premises

Landlord may from time to time notify to the CVA Supervisors.

22.2.6 The encashment of a cheque or the receipt of the amount of a telegraphic transfer

into the relevant account shall be a good discharge of the CVA Supervisors and

the Companies. Neither shall be liable to the CVA Creditor concerned for any loss

in transmission of a cheque drawn and sent or a telegraphic transfer made in

accordance with Clause 22.2.5.

22.2.7 In making any payment the CVA Supervisors may first deduct any tax payable on,

or in respect of amounts comprising such payment and any bank charges levied in

respect of the Payment Accounts.

22.2.8 If any CVA Creditor does not receive payment in respect of an Allowed CVA Claim

on the CPL Payment Date as a result of any administrative or technical error or

delay in the banking system, no interest shall be payable to that CVA Creditor on

its share of the Payment.

23. CURRENCY OF PAYMENT

Each CVA Liability which is not denominated in pounds sterling will be converted into

pounds sterling based on the mid rate of exchange on the London foreign exchange market

at the close of business on 31 March, 2009, as published for that date in the Financial

Times (London Edition). Accordingly, all Payments by the Companies under the CVA in

respect of such CVA Liability shall be made in pounds sterling.

24. SECURITY

Nothing in the CVAs shall affect the rights of any person under any Encumbrance held by

him in relation to any CVA Claim.

25. POWERS AND INTENTIONS OF THE CVA SUPERVISORS

25.1 The initial CVA Supervisors of the Companies shall be the persons specified in Part A of in

Annex 8 (CVA Supervisors and Addresses for Notice) in respect of JJB and the persons

specified in Part B of in Annex 8 (CVA Supervisors and Addresses for Notice) in respect of

Blane, being qualified insolvency practitioners within the meaning of section 390(2) of the

Insolvency Act, and any replacement therefore in accordance with these terms of the CVA

and all powers conferred on them shall be exercisable severally.

25.2 The office of CVA Supervisor for the Companies shall be vacated by a CVA Supervisor if

that CVA Supervisor:

25.2.1 dies, becomes bankrupt or mentally disordered;

25.2.2 is convicted of an indictable offence (other than a road traffic offence);

25.2.3 resigns his office by 28 days notice in writing to the Directors; or

25.2.4 ceases to be a qualified insolvency practitioner.

25.3 If more than one CVA Supervisor is appointed each CVA Supervisor shall act as a joint

supervisor of the Companies and any act required to be done by the CVA Supervisors may

be done by all or any one or more of them.

25.4 The CVA Supervisors shall have, in addition to any powers conferred on them under the

Insolvency Act or the Insolvency Rules or the Insolvency (Scotland) Rules or otherwise as a

matter of law, such powers as are necessary or expedient to enable them) to carry out their

functions under the CVA in accordance with its terms. Without limitation to the generality of

the foregoing, the CVA Supervisors may carry out all acts and exercise all discretions,

authorities, powers and duties required to be carried out in order to facilitate the CVA's

implementation.

25.5 It shall be the duty of the CVA Supervisors to implement the CVA, which duty shall be owed

to the Companies on behalf of the CVA Creditors generally. The CVA Supervisors shall not

assume any fiduciary or other special responsibilities or duties to the CVA Creditors. It will

not be the duty of the CVA Supervisors to oversee the business and affairs of the

Companies and the CVA Supervisors shall have no responsibilities in relation to the

conduct of the affairs of the Companies or in relation to any matters other than those

expressly set out in this Proposal.

25.6 No CVA Supervisor shall incur any personal liability in connection with the preparation,

adoption, agreement or implementation of the CVA or in connection with any ancillary

arrangement.

25.7 The Companies shall:

25.7.1 provide the CVA Supervisors, upon request, with a power of attorney to enable

them to administer the CVAs;

25.7.2 give the CVA Supervisors upon demand reasonable access to such accounts,

books, records and information as the CVA Supervisors consider in their sole

discretion to be necessary to carry out their functions;

25.7.3 use reasonable endeavours (in prior consultation with the CVA Supervisors) to:

(A) maintain the validity of any available insurance; and

(B) ensure maximum payment by any applicable insurer,

in respect of any claim which, but for such insurance cover would be a CVA

Claim; and

25.7.4 do all such other things as the CVA Supervisors shall reasonably require for the

purpose of the implementation of the CVAs.

25.8 The CVA Supervisors may perform their duties through agents and employees and shall be

entitled to rely on any communication, instrument, document or information (whether

provided in writing or orally) considered by them to be genuine and correct and shall be

entitled to rely upon the advice of, or information obtained from, any professional adviser or

other person instructed by him considered by them in good faith to be competent.

25.9 For the purpose of any acknowledgements or agreements as to, or provisions of, exclusions

of liability or indemnity in favour of the CVA Supervisors in this Proposal, the CVAs or any

collateral arrangements or agreement relating to the same, references to the CVA

Supervisors where the context so permits shall mean and include their present and future

firm or firms, members, partners and employees, and any legal entity or partnership using

its names, the firm KPMG LLP, any successor or merged firm and the members, partners,

shareholders, officers and employees of such entity or partnership.

25.10 The Companies shall not hold out the CVA Supervisors or their firm as agents of the

Companies or their business save that, in exercising their powers under the CVAs, the CVA

Supervisors shall act as the Companies' agent. Without prejudice to the generality of the

foregoing, the CVA Supervisors shall be entitled to an indemnity on demand from the

Company against:

25.10.1 (in the absence of fraud, gross negligence or wilful default) all actions, claims,

proceedings and demands brought or made against them or any of them in

respect of the conduct of the CVAs and in respect of all remuneration, expenses

and liabilities and obligations incurred by them in carrying out their functions; and

25.10.2 any liability incurred by them in defending any proceedings, whether civil or

criminal, in which judgment is given in their favour or they are acquitted.

25.11 The Company shall indemnify the CVA Supervisors on demand for any Liability incurred by

them in defending the CVAs or any challenge to the CVAs, without prejudice to the Court's

or Scottish Court's power to order any person to pay the costs of and occasioned by such

proceedings.

25.12 The CVA Supervisors may apply to the Court or Scottish Court for the purpose of obtaining

directions in accordance with the Insolvency Act without reference to CVA Creditors. If

directions are given by the Court or Scottish Court then, to the extent required, the CVAs

shall be modified accordingly.

25.13 The CVA Supervisors shall:

25.13.1 as soon as reasonably practicable after the result of the creditors' meeting is

reported to the Court or Scottish Court in accordance with section 4(6) of the

Insolvency Act and in any event during the Challenge Period:

(A) write to all Closed Premises Landlords of whom they are aware

inviting them to submit a Voting & Notice of Claim on or before

the Claims Date;

(B) advertise for CVA Claims in such newspaper or newspapers or

other publications as they deem appropriate;

25.13.2 have sole responsibility for:

(A) determining whether any CVA Claim is an Allowed CVA Claim;

(B) conduct of Disputed Claims; and

Claims Date should be an Allowed CVA Claim;

25.13.3 promptly following their appointment, set up, in the name of the Companies, one

or more non-interest bearing sterling bank accounts for the receipt and payment of

cash;

25.13.4 make Payments permitted by the CVAs as agent on behalf of the Companies to

Closed Premises Landlords; and

25.13.5 have the power to do all things ancillary to the matters referred to in Clauses 25.1

to 25.13.4 above or which are otherwise required to be done by the CVA

Supervisors in accordance with the CVAs.

26. THE CVA SUPERVISORS' REMUNERATION

26.1 The CVA Supervisors shall be remunerated in respect of their work in preparing,

implementing and operating the CVAs and all acts reasonably incidental thereto.

26.2 The basis of the CVA Supervisors' remuneration will be fixed by reference to the time

properly given by them and their staff in attending to matters arising in connection with the

CVA. Such time costs shall be charged at the CVA Supervisors' standard rates from time to

time for insolvency related work set out in Annex 10 (Average KPMG Charge Out Rates).

26.3 The CVA Supervisors' fees will be invoiced monthly (or in such other periods as the CVA

Supervisors determine appropriate) to the Companies and shall be paid by the Companies

promptly.

26.4 Costs and expenses incurred by the CVA Supervisors shall be invoiced to the Companies

and shall be paid by the Companies promptly.

26.5 Any remuneration of the CVA Supervisors and any costs or expenses incurred by them

shall bear VAT (if any) at the applicable rate in force from time to time.

26.6 It is estimated that the total fees to be paid to the CVA Supervisors shall amount to:

26.6.1 between £630,000 and £980,000 in respect of JJB; and

26.6.2 between £270,000 and £420,000 in respect of Blane,

(exclusive of expenses and disbursements). That estimate is based on the proposed CVA

Supervisor's estimate of time likely to be incurred by them and their staff, assuming that the

terms of the Arrangement are fully complied with.

27. NO CREDITORS' COMMITTEE

There shall be no creditors' committee for the CVAs.

28. NO WARRANTIES OR REPRESENTATIONS

Neither the Directors, nor the Nominee, nor the CVA Supervisors, give any warranties and

they make no representations in relation to the information contained in this Proposal and

its annexes.

29. RECORDS

The CVA Supervisors shall observe the requirements of Rule 1.26 of the Insolvency Rules

and Rule 1.21 of the Insolvency (Scotland) Rules with regard to the documents kept by

them, and records to be issued from time to time to the various persons set out in that Rule.

30. VACANCY IN OFFICE OF SUPERVISORS

If there is a vacancy in the office of CVA Supervisor, the remaining CVA Supervisors, shall

forthwith appoint as a replacement CVA Supervisor a qualified insolvency practitioner.

31. VARIATION

31.1 Each Company will have the power at any time after the Implementation Date, if they

consider it expedient to do so, to modify the provisions of the CVAs provided such

modifications do not materially alter the effect or economic substance of the CVAs. The

Directors shall inform the CVA Creditors and the Companies of any such modifications and

such modifications shall be binding on the CVA Creditors and the CVA Supervisors and the

CVA shall be modified accordingly.

31.2 Material Variation

31.2.1 In respect of any modification which does materially alter the effect of the CVA,

the CVA Supervisors or the Companies must seek the consent of the CVA

Creditors to such modification, in accordance with this Clause 31. No such

modification can be made without the consent of the Company.

31.2.2 The CVA Supervisors or the Directors may at any time after the Implementation

Date convene a meeting of creditors for the purpose of varying the CVA. The

notice of the meeting shall set out the proposed variation(s) and will be

accompanied by the CVA Supervisors' (or Directors') report giving the reasons for

the variation or variations.

31.2.3 A variation to the CVA shall require the same approvals of the Companies'

creditors as are required for the approval of the original CVA, but shall not require

approval of the shareholders.

31.2.4 So far as is possible, the meetings referred to in Clause 31.2.2 above shall be

conducted in accordance with section 4 of the Insolvency Act and Rules 1.9(2)

and 1.13 to 1.21 of the Insolvency Rules (in respect of JJB) and Rules 1.13 to

1.17 and 7.1 to 7.2 (as applied to a company voluntary arrangement) of the

Insolvency (Scotland) Rules (in respect of Blane), except that:

(A) reference to the proposal shall be taken as references to the

proposed variation;

(B) references to the nominee shall be taken as references to the

CVA Supervisors; and

calculated as at the date of the original creditors' meeting.

31.2.5 Section 6 of the Insolvency Act shall apply to such a meeting as it does to a

meeting under section 3 of the Insolvency Act, except that an application may be

brought at any time within the 28 days following the approval of the variation at the

meeting referred to in Clause 31.2.2 but may not be brought after such period.

31.2.6 Without prejudice to the rights of any person to make an application to the Court

(in respect of JJB) or Scottish Court (in respect of Blane) under section 7(3) of the

Insolvency Act, it shall be for the CVA Supervisors to determine whether any

proposed modification materially alters the effect of the CVAs.

32. SET-OFF

The equivalent rules of set-off as they would be applied in a liquidation of the Companies

shall apply in respect of any Payments made in accordance with the terms of the CVAs.

33. ASSIGNMENTS

33.1 Without prejudice to Clause 32 (Set-Offs), the rights of the CVA Creditors under the CVAs

shall be assignable. However, the Companies shall not be bound by any assignment (or

assignation) unless and until notice is given in writing to the Companies and the CVA

Supervisors.

33.2 If a Closed Premises Landlord gives notice in writing to the Companies and the CVA

Supervisors that it wishes its Payment be paid to another person, or that it has assigned its

entitlement to another person, the CVA Supervisors shall pay the Payment to that other

person accordingly. Any such notice must specify the name and address of the person to

whom payment is to be made.

34. TERMINATION OF THE CVAS

34.1 Within 28 days of the CVA Supervisors having satisfied themselves insofar as is reasonably

practicable that the CPL Payment Amounts and any Unclaimed Payments has been applied

in accordance with the terms of the CVAs, they shall inform the relevant Company in writing

that they are proposing to conclude the CVAs by sending a Notice of Termination to the

Closed Premises Landlords, the Open Premises Landlords and the Company.

34.2 The CVA Supervisors shall be entitled to terminate the CVAs if either Company fails to

comply with its obligations under the CVAs. If the CVA Supervisors terminate the CVAs

they shall inform the relevant Company in writing by sending a Notice of Termination to the

Closed Premises Landlords, the Open Premises Landlords and the Company.

34.3 The CVA in respect of a Company shall terminate if that Company goes into administration

or liquidation but amounts standing to the credit of the relevant Payment Accounts shall

continue to be held for the benefit of the Closed Premises Landlords to be paid to the

Closed Premises Landlords in accordance with the terms of the CVAs.

34.4 Save for the provisions of Clauses 8 (Effect upon Existing Unsecured Liabilities of a

Company), 9 (Effect upon Property Liabilities of a Company); 12 (Compromise of the

Liability due to Closed Premises Landlords); 15 (OSC Parent Guarantees); 17 (Compromise

of the Contingent Property Creditors CVA Claim), 18 (Dealing with Closed Premises); 19

(Open Premises Landlords); 31 (Variation); 35 (Notices); 36 (No Personal Liability); 37

(Governing Law and Jurisdiction) and any other provisions relating to the compromise of

CVA Claims of CVA Property Creditors all of which shall survive termination, the obligations

under the CVA shall terminate on the date on which the CVA Supervisors send the Notice

of Termination in accordance with Clauses 34.1 and 34.2.

35. NOTICES

35.1 A Voting & Notice of Claim or other notice to be given to the CVA Supervisors or the

Companies:

35.1.1 must be given in writing;

35.1.2 may be sent by post or may be delivered as aforesaid but shall only be deemed

served upon actual receipt, provided that if such receipt occurs on a Saturday,

Sunday or public holiday or after 5:30 p.m. on any business day in London such

Voting & Notice of Claim or other such notice shall be deemed to have been

received at 9:30 a.m. on the next business day in London; and

35.1.3 must be addressed to the CVA Supervisors at the address set out in Part B of

Annex 8 (CVA Supervisors and Address for Notice).

35.2 A Voting & Notice of Claim or other notice shall be expressed in the English language

unless such Voting & Notice of Claim or other notice is given by a CVA Creditor who has his

habitual residence, domicile or registered office in a Member State of the European Union

other than the U.K., in which case it may be given in the official language or one of the

official languages of that other Member State. The CVA Supervisors shall be deemed to

have rejected a Voting & Notice of Claim or other notice which is expressed in any other

language unless, in any particular case, they give written notice of their acceptance thereof

to the sender.

35.3 Any notice given under a CVA by a CVA Supervisor to any person shall be sufficiently

served by posting the same by first class or airmail post to or leaving the same at the

address of such person last known to the Companies. If such notice is posted, it shall be

deemed to have been received by the addressee 48 hours after the same shall have been

posted.

35.4 A Voting & Notice of Claim or other notice which is signed by a person authorised by an

individual CVA Creditor on his behalf may be rejected by the CVA Supervisors if it is not

accompanied by a power of attorney duly executed by the CVA Creditor in favour of such

person whereby such person is authorised to execute the notice concerned, or by a copy of

such power of attorney certified as a true copy thereof by a solicitor or notary or a person

authorised to administer oaths in any relevant jurisdiction, together with a statutory

declaration made by the donee of the power stating that such power had not been revoked

prior to his signature of such notice. In the case of a Voting & Notice of Claim or other

notice which is signed on behalf of a CVA Creditor which is a corporation or other legally

constituted person or a partnership, the CVA Supervisors shall not be required to make

enquiry as to the authority of the signatory to sign such notice on behalf of such CVA

Creditor.

36. NO PERSONAL LIABILITY

None of the Directors, the CVA Supervisors, their firm, their staff, their advisors or any

agents employed by them shall incur any personal liability whatsoever arising howsoever

whether directly or indirectly in connection with the preparation, implementation or conduct

of the CVAs, this Proposal in general or in connection with any associated agreement or

arrangement.

37. GOVERNING LAW AND JURISDICTION

37.1 The CVA in respect of JJB and any non-contractual obligations arising out of or connected

with this Agreement in respect of JJB are governed by and shall be construed in

accordance with English law.

37.2 The CVA in respect of Blane and any non-contractual obligations arising out of or

connected with this Agreement in respect of Blane are governed by and shall be construed

in accordance with Scottish Law.

37.3 The Court shall have exclusive jurisdiction in respect of the CVA in respect of JJB.

37.4 The Scottish Court shall have exclusive jurisdiction in respect of the CVA in respect of

Blane.

38. EC REGULATION ON INSOLVENCY PROCEEDINGS

38.1 The EC Regulation on Insolvency Proceedings applies and these proceedings are main

proceedings as defined by Article 3 of that regulation.

38.2 The Premises do not include any premises situated outside of the U.K..

38.3 CVA Creditors who are located outside of the U.K. shall be entitled to the same rights to

make CVA Claims and receive Payments as CVA Creditors located in the U.K..

Issue Date: 6 April 2009

Director

For and on behalf of

JJB Sports plc

Director

For and on behalf of

Blane Leisure Limited

ANNEX 1: DEFINITIONS AND INTERPRETATION

PART A

DEFINITIONS

Except where a contrary intention appears, the following terms have the following meanings when

used herein (including in the Annexes):

"Agreement for Lease" means an agreement for lease pursuant to which the Companies are

obliged to enter into any lease of Closed Premises where that lease has not been granted at the

Implementation Date.

"Allowed" means in relation to the CVA Claim or a Closed Premises Claim, the CVA Claim or

Closed Premises Claim or that part of the CVA Claim or Closed Premises Claim that is admitted by

the CVA Supervisors or has been determined in a final and binding manner in accordance with

Clause 7 (Establishing Allowed CVA Claims).

"Arrangements" means each of the CVAs between each of the Companies and their CVA

Creditors under Part I of the Insolvency Act as contemplated by this document (including any

modifications as contemplated by section 4 of the Insolvency Act) and as (if at all) varied or

amended in accordance with this document.

"Assets" means all of the assets of the Companies in any part of the world, whether tangible or

intangible (including cash) and whether present or future.

"Barclays" means Barclays Bank PLC.

"Barclays Facility" means the facility from Barclays under the New Facilities.

"Blane" means Blane Leisure Limited the details of which are set out in listed in the table in Annex

2 (Statutory Information).

"Blane Noteholders" has the meaning given to it in Paragraph 3.3 of Part III.

"Blane Payment Account" has the meaning given to it in Clause 10.1.2.

"BoS" means Bank of Scotland plc.

"BoS Facility" means the facility from BoS under the New Facilities.

"Challenge Period" means for the Companies the 28 day period commencing on the date on

which the reports required by section 4(6) of the Insolvency Act have been made to the Court or

Scottish Court.

"Claims Date" has the meaning given to it in Paragraph 10.3 of Part I (Introduction).

"Closed Premises" means those premises listed in Annex 4 (List of Closed Premises).

"Closed Premises Claim" means the CVA Claim of a Closed Premises Landlord relating to Closed

Premises Leases.

"Closed Premises Guarantors" means all guarantors of the Companies in relation to the Closed

Premises or any other premises previously occupied by the Companies who have an actual or

contingent liability in respect of the leases of the Closed Premises.

"Closed Premises Landlords" means any CVA Creditor with a CVA Claim in respect of a Closed

Premises Lease being a person entitled to the reversion immediately expectant upon the

termination of a Closed Premises Lease (but excluding a Contingent Property Creditors), including

its successors and assigns.

"Closed Premises Landlord Assumptions" means the assumptions to be applied by the Closed

Premises Landlords in calculated their CVA Claims in respect of Closed Premises Leases, being

those referred to in Annex 7 (Closed Premises Landlord Assumptions).

"Closed Premises Leases" means any real estate lease relating to Closed Premises of which a

Company is a tenant or any lease to be granted to a Company pursuant to an Agreement for Lease

and "Closed Premises Lease" shall mean any one of them.

"Closed Premises Previous Tenants" means all previous tenants of the Closed Premises who

have an actual or contingent liability in respect of the leases of the Closed Premises.

"Closed Premises Previous Tenants Guarantors" means all guarantors of the Closed Premises

Previous Tenants in relation to the Closed Premises who have an actual or contingent liability in

respect of the leases of the Closed Premises.

"Closed Premises Rent" means principal rent, service charge and other outgoings under the

terms of the relevant Closed Premises Lease.

"Companies" means JJB and Blane or where the context so admits the individual one of those

companies to which the Proposal relates and "Company" means either of them.

"Companies Act" means the Companies Act 2006.

"Connected Creditors" has the meaning given to it in Paragraph 3.6 of Part III (Statutory

Information, Background and Financial Information).

"Contingent Property Creditors" means each Closed Premises Previous Tenant, each Closed

Premises Guarantor; each Closed Premises Previous Tenants Guarantor, each Sub-Tenant.

"Contingent Property Liability" any contingent Liability of a Company to a Closed Premises

Previous Tenant, a Closed Premises Guarantor or a Closed Premises Previous Tenants Guarantor

in respect of a Closed Premises Lease which arises by an express or implied right of indemnity or

by subrogation or otherwise or any contingent Liability of a Company to a Sub-Tenant in respect of

Closed Premises.

"Continuing Lender" means Barclays and BoS.

"Court" means the High Court of Justice in England.

"CPL Payments" means each Payment to a Closed Premises Landlord in respect of his Allowed

Closed Premises Claim".

"CPL Payment Date" means the date on which the CPL Payment is applied by the CVA

Supervisors in accordance with Clause 13 (Payment of Allowed Closed Premises Claims).

"CPL Payment Amounts" means in relation to JJB the aggregate sum of £7,356,259 and in

relation to Blane, the aggregate sum of £2,643,741.

"CVA" means the company voluntary arrangements (or either of them as the context requires)

between the Companies and their CVA Creditors under Part I of the Insolvency Act on the terms set

out herein.

"CVA Claim" means any claim against the Companies in respect of a CVA Liability.

"CVA Creditor" means, in respect of each of the Companies, any person to whom the Companies

owe a CVA Liability including that person's successors in title, assignees and transferees.

"CVA Liability" means any Liability of either of the Companies which would be provable under

Rule 12.3 of the Insolvency Rules or, in respect of Blane, the Insolvency (Scotland) Rules against

the Companies if they had been placed in liquidation on the Implementation Date, provided that no

claim shall be made more than once against the Companies in respect of what is, in substance, the

same Liability.

"CVA Property Creditor" means each Closed Premises Landlord, each OSC Premises Landlord

and each Contingent Property Creditor.

"CVA Supervisors" means the supervisors of the CVA appointed pursuant to section 7(2) of the

Insolvency Act.

"CVA Termination Date" means the date that the CVA in respect of each Company is terminated

as set out in the Notice of Termination.

"Default Rate" means 4% over the base rate of Barclays from time to time.

"Directors" has the meaning given to it in Paragraph 1 of Part I (Introduction).

"Dilapidations Amount" has the meaning given to it in Paragraph 1.5.1(I) of Part IV (Key Terms of

the Proposal).

"Dispute Accountant" has the meaning given to it in Clause 16.5.

"Disputed Claim" means a CVA Claim or any portion of a CVA Claim which is not Allowed.

"Disputed Claim Amount" has the meaning given to it in Clause 16.4.3.

"Disputed Claim Notice" has the meaning given to it in Clause 16.2.

"EC Regulation on Insolvency Proceedings" means Council Regulation (EC) No. 1346/2000 of

29 May 2000 on Insolvency Proceedings.

"Encumbrance" means a mortgage, charge, pledge, lien or other security interest securing any

obligation of any person or any other agreement or arrangement having a similar effect.

"Enterprise Act" means the Enterprise Act 2002.

"Excluded Creditors" means any creditor of a Company to whom the Company owes an Excluded

Liability.

"Excluded Liabilities" means all of the Liabilities of the Companies compromising:

(a) Preferential Creditors' claims;

(b) employees claims for wages and other liabilities; and

"Existing Facilities" means each of:

(a) a £60,000,000 revolving credit facility (now £30,255,000) provided by Barclays to JJB

pursuant to a facility agreement dated 21 June 2005 between, amongst others, Barclays

and JJB (as amended from time to time);

(b) an £18,000,000 term loan facility (now £8,475,000) provided by BoS to JJB pursuant to a

facility letter dated 8 June 2006 between, amongst others, BoS and JJB (as amended from

time to time); and

to a short term facilities agreement dated 6 October 2008 between, amongst others,

Kaupthing and JJB (as amended from time to time).

"Existing Unsecured Creditors" means all CVA Creditors excluding CVA Property Creditors,

Open Premises Landlords and Excluded Creditors.

"Existing Unsecured Liabilities" means the Liabilities of Existing Unsecured Creditors.

"Fitness Clubs Business" means the business of operating the Fitness Clubs from the Fitness

Clubs Premises.

"Fitness Clubs" means the fitness clubs operated as part of JJB's business.

"Fitness Clubs Disposal" means the disposal of the Fitness Clubs Business.

"Fitness Clubs Leases" means any real estate lease relating to a Fitness Clubs Premises of which

JJB is a tenant.

"Fitness Clubs Premises" means those premises listed in Annex 3 (List of Fitness Clubs

Premises).

"Fitness Clubs Premises Landlord" means any CVA Creditor with a CVA Claim in respect of a

Fitness Clubs Premises Lease, including its successors and assigns.

"Group" means the group of connected companies including JJB and Blane.

"Guaranteed Lease" has the meaning given to it in Clause 14.1.

"Implementation Date" has the meaning given to that term in Clause 4.3 (Conditions Precedent to

the CVA).

"Insolvency Act" means the Insolvency Act 1986 (as amended from time to time).

"Insolvency Rules" means the Insolvency Rules 1986 (as amended from time to time).

"Insolvency (Scotland) Rules" means the Insolvency (Scotland) Rules 1986 (as amended from

time to time).

"Inter-Company Debts" means debts owed by the Companies to the remainder of the Group.

"JJB" means JJB Sports plc the details of which are set out in listed in the table in Annex 2

(Statutory Information).

"JJB Payment Account" has the meaning given to it in Clause 10.1.1.

"Kaupthing" means Kaupthing Singer & Friedlander Limited (in administration).

"Landlords" means the Open Premises Landlords, the Closed Premises Landlords and the OSC

Premises Landlords.

"Late Payment Default Interest" has the meaning given to it in Clause 10.6.

"Lenders" mean Barclays, BoS and Kaupthing.

"Liability" means any obligation of a person, whether it is present, future or contingent, whether or

not its amount is fixed or liquidated, whether or not it is disputed, whether or not it involves the

payment of money, whether it is secured or unsecured and whether it arises at common law, in

equity, by contract, or by statute in England, Scotland or in any other jurisdiction, or by any order,

judgment, decree or any other act of any court (including without limitation to the foregoing

generality, the Court and/or the Scottish Court or any of the Sherriff Courts in Scotland or in any

other manner whatsoever.

"Lloyds" means Lloyds Banking Group plc.

"Lloyds Facility" means the facility from Lloyds under the New Facilities.

"Loan Notes" has the meaning given to it in Paragraph 3.3.1 of Part III (Statutory Information,

Background and Financial Information).

"Minimum Remaining Term" means in relation to a lease, the period commencing on the Next

Quarter Day and expiring on the earlier of (1) the date being the expiry of the term of the relevant

lease; and (2) the first date on which the lease could be terminated on the basis that the relevant

Company exercises any option to which it is entitled to bring the lease to an end.

"Mitigation Amount" has the meaning given to it in paragraph 1.5.1(J) of Part IV (Key Terms of the

Proposal).

"Monthly Rent Term" means the period commencing on the Next Quarter Day and ending on the

Monthly Rent Termination Day.

"Monthly Rent Termination Date" means the date that falls twelve months after the Next Quarter

Date.

"New Facilities" means each of:

(a) a £25,000,000 facility to be provided by Barclays to JJB; and

(b) a £25,000,000 facility to be provided by Lloyds to JJB.

"Next Quarter Day" means the next date falling after the Implementation Date on which rent is

payable under the relevant Open Premises Lease.

"Nominee" means the nominee in respect of the Proposal as defined in section 1(2) of the

Insolvency Act.

"Notice of Meeting" means the notice of Creditors' and members' meetings to approve the

Arrangement substantially in the form set out in Annex 12 (Notice of Meetings).

"Notice of Termination" means the notice to be sent by the CVA Supervisors in accordance with

Clause 34 (Termination of the CVA) substantially in the form contained in Annex 16 (Notice of

Termination).

"Open Premises" means those premises listed in Annex 5 (List of Open Premises).

"Open Premises Landlord" means any CVA Creditor with a CVA Claim in respect of an Open

Premises Lease (but excluding a Contingent Property Creditor), including its successors and

assigns.

"Open Premises Lease" means any real estate lease relating to an Open Premises of which the

Companies are a tenant.

"Open Premises Rents" means any rents and other outgoings payable under the terms of the

relevant Open Premises Lease.

"Open Premises Rent Concession Period" means the period commencing on the Next Quarter

Day and ending on the Monthly Rent Termination Date.

"Ordinary Unsecured Creditors" means the Unsecured Creditors other than the CVA Property

Creditors and the Open Premises Landlords.

"OSC" has the meaning given to it in Paragraph 2.1.4 of Part III (Statutory Information, Background

and Financial Information).

"OSC Parent Guarantees" means any guarantee given by JJB of OSC's Liabilities under an OSC

Premises Lease, including those guarantees listed at Part A of Annex 9 (List of Guarantees).

"OSC Premises Landlord" means any CVA Creditor with a CVA Claim in respect of an OSC

Parent Guarantee.

"OSC Premises Lease" means any real estate lease relating to the properties in the locations

listed in Part A of Annex 9 (List of Guarantees).

"Outcome Statements" means the outcome statements in respect of JJB and Blane set out in

Annex 6 (Outcome Statements).

"Payment" means any payment by the CVA Supervisors or the Companies pursuant to the terms

of the CVAs.

"Payment Accounts" means each of the JJB Payment Account and the Blane Payment Account

as those terms are defined in Clause 10 (CPL Payment Amounts).

"Payment Accounts Interest" means interest accruing on amounts standing to the credit of the

Payment Accounts.

"Preferential Creditors" means those creditors of the Companies with Preferential Liabilities.

"Preferential Liabilities" mean those Liabilities of the Companies which would be preferential

within the meaning of the Insolvency Act (including any transitional or savings provisions applicable

as a result of, or in connection with, the enactment of the Enterprise Act 2002).

"Premises" means the Closed Premises and the Open Premises.

"Prescribed Part" has the meaning given to it in Paragraph 3.8 of Part III (the Prescribed Part).

"Proposal" means the proposals of the Directors of each Company for the CVA of that Company

(comprising these terms of the CVA).

"Proxy Form" means a form of proxy for the Creditors' or members' meetings of the Companies

substantially in the form contained in Annex 13 (Forms of Proxy).

"Purchaser" means Dave Whelan Sports Limited.

"Qube" has the meaning given to it in Paragraph 2.1.4 of Part III (Statutory Information,

Background and Financial Information).

"Rates" means any rates in respect of properties within the meaning of the Relevant Rating

Legislation.

"Relevant Rating Legislation" means:

(a) in the case of any Premises located in England and Wales, the Local Government Finance

Act 1988, the Non-Domestic Rating (Unoccupied Property) (England) Regulations 2008 and

the Rating (Empty Properties) Act 2007;

(b) in the case of any Premises located in Northern Ireland, Schedule 8A of the Rates

(Northern Ireland) Order 1977 and paragraph 3 of the Non-Domestic Rating (Unoccupied

Property) Regulations (Northern Ireland) 2004; or

applicable to public local purposes and which are leviable in respect of lands and heritages

including, but not restricted to, non-domestic rates levied in accordance with sections 7, 7A

and 7B of the Local Government (Scotland) Act 1975.

"Rent Concession Agreement" has the meaning given to it in paragraph 1.4 of Part IV (Key

Terms of the Proposal).

"Scottish Court" means the Court of Session in Scotland.

"Secured Creditors" means the Lenders, Thomas Blane Hunter and those persons referred to in

Part B of Annex 11.

"Standstill" means the revised standstill arrangements entered into on 25 March 2009 pursuant to

a Deed of Amendment and Restatement relating to a Standstill Deed dated 10 December 2008 (as

amended from time to time) between, inter alia, the Lenders, JJB and Blane.

"Sub-Tenant" means a person with rights of occupation and use (whether as tenant, licensee or

concessionaire) of Closed Premises which are immediately derived out of any Closed Premises

Lease.

"Summary Statement of Affairs" means the summary of the Directors' statement of affairs in

respect of each of the Company as set out in Annex 18 (Summary Statement of Affairs).

"Tax" includes all present and future taxes, levies, imposts, duties, fees or charges of whatever

nature together with interest thereon and penalties in respect thereof.

"Total Closed Premises Rent" has the meaning given to it in Paragraph 1.5.1(H) of Part IV (Key

Terms of the Proposal).

"U.K." means the United Kingdom of Great Britain and Northern Ireland.

"Unclaimed Payment" means any Payment which is unclaimed following the CPL Payment Date

and shall, without limitation, include:

(a) cheques which have been returned as undeliverable without a proper forwarding address;

(b) funds for cheques which have not been cleared; and

"Unclaimed Payment Amount" has the meaning given to it in Clause 22.2.4.

"Unclaimed Payment Date" has the meaning given to it in Clause 22.2.3.

"Unsecured Creditor" means any person to whom the Company owes a Liability including an

Excluded Creditor but excluding a Secured Creditor or Preferential Creditor.

"VAT" means value added tax as provided for in the Value Added Tax Act 1994 and any other tax

of a similar nature.

"Voting & Notice of Claim" means a claim in writing substantially in the form contained in Annex

14 (Voting & Notice of Claim).

PART B

INTERPRETATION

1. Part and Clause headings and the table of contents are inserted for convenience of

reference only and shall be ignored in the interpretation of the CVAs.

2. In these terms of the CVAs, unless the context otherwise requires:

2.1 references to Parts and Clauses are to be construed as references to the parts and

clauses of these terms of the CVAs and references to Annexes are to be construed

as references to the annexes to these terms of the CVAs;

2.2 references to (or to any provision of) the CVAs shall be construed as references to

the CVAs or that provision as in force for the time being and as amended in

accordance with its terms;

2.3 words importing the plural shall include the singular and vice versa and the

masculine, feminine or neuter gender shall each include the other genders;

2.4 references to a person shall be construed as including references to an individual,

firm, company, corporation unincorporated body of persons or any state or any

agency thereof; and

2.5 references to any enactment or statutory instrument shall be to such enactment or

statutory instrument as amended and in force on the date of this document.

3. For the purposes of any indemnity in the CVAs, references to the CVA Supervisors shall,

where the context so permits, include their present and future firm or firms, fellow members,

partners and employees, and any legal entity or partnership of which they are a member,

partner, officer or employee and the partners, fellow members, shareholders, officers and

employees of such entity or partnership.

ANNEX 2: STATUTORY INFORMATION

PART A

JJB CORPORATE INFORMATION

Company Name: JJB Sports plc

Registered Office Address: Challenge Way

Martland Park

Wigan

Lancashire

WN5 0LD

Registered Number: 01024895

Date of Incorporation: 22/09/1971

Previous Name: None

Principal Trading Address: Challenge Way

Martland Park

Wigan

Lancashire

WN5 0LD

Trades from stores nationwide

PART B

BLANE CORPORATE INFORMATION

Company Name: Blane Leisure Limited

Registered Office Address: 56/58 Argyle Street

Glasgow

Lanarkshire

G2 8AF

Registered Number: SC109050

Date of Incorporation 03/02/1988

Previous Name: None

Principal Trading Address: Challenge Way

Martland Park

Wigan

Lancashire

WN5 0LD

Trades from stores nationwide

ANNEX 3: LIST OF FITNESS CLUBS PREMISES

STORE LOCATION ADDRESS LANDLORD / DEVELOPER

425/563 Halifax

Unit A Retail Park at

Charlesworth Road Halifax

Halifax Retail Park Limited

495/593 Blackburn

The Health and Fitness Unit

Peel Centre Lower Audley

Street Blackburn

Peel Investments (North) Ltd

498/1504 Bolton Unit 3 Burnden Park Bolton Grangefern Limited

408/1506 Winsford

Unit 1 Jubilee Place Winsford

Cross Shopping Centre

Winsford Cross Developments

Ltd

1002/1516 Leigh

Unit 8 Parsonage Retail Park

Leigh

Brookhouse Group Ltd

519/1511 Gainsborough

Unit 2 Marshalls Yard

Gainsborough

Dransfield Properties Ltd

472/597

Telford Forge Retail

Park

Telford Forge Retail Park Unit

The Junction Ltd (Capital &

Regional)

478/1502 Selby

Unit 1 Three Lakes Retail Park

Bawtry Road Selby

Dransfield Properties Limited

457/572 Newcastle Unit 1-3 Newcastle Retail Park Goodman Property Investors

0363/556 St Helens

Unit 5, Milverney Way,

Ravenhead Park, St Helens

British Land Retail Warehouse

Limited

361/555 Middlesbrough

Middlesbrough Leisure Park,

Marton Road/ North Ormesby

Road, Middlesbrough

High Point Estate

(Middlesbrough) Limited

526/1507 Thanet

Mall B, Unit 27 The Fort,

Westwood Cross, Thanet, Kent

Land Securities Properties

Limited

448/568 Widnes Cross Street, Widnes Luxury Properties

426/562 Swindon

Health and Fitness Centre, The

Orbital Shopping Park, Haydon

Sector III, Haydon Wick,

Swindon, Wiltshire

Unit B4, The Orbital Shopping

Park, Haydon Sector III,

Haydon Wick, Swindon,

Wiltshire

Hurwood Limited

398/559 Southport

Unit at Ocean Plaza Marine

Parade Southport

Standard Life Investments Fund

Ltd

0423/561 Bangor

Units B and C St David's Retail

Park Bangor

UBS Triton Property Fund

518/590 Llanelli

Unit 8D Parc Trostre Llanelli

Dyfed

Stadium Retail Investments

(2003) Ltd

STORE LOCATION ADDRESS LANDLORD / DEVELOPER

1049/1552

Ty Glas Retail Park,

Cardiff

Unit 5 Ty Glas Retail Park

Cardiff

Stadium (Ty Glas) Ltd

493/595 Gloucester

Unit 2 St Oswald's Park

Gloucester

Grantchester Property

(Gloucester) Ltd

391/558 Leeds

Centre 27 Gelderd Road Birstall

Leeds

High Point Estate (Birstall) Ltd

471/579 Merthyr Tydfil

Unit One Cyfarthfa Retail Park

Swansea Road Merthyr Tydfil

Hammerson Merthyr Unit Trust

227/550 Warrington 2 Bank Street Warrington K A Property Service Limited

1008/1522 Wirral

23 Wetton Road Bromborough

Wirral

Universities Superannuation

Scheme

1004/1518 Cambridge

Unit 2B Beehive Centre

Cambridge

British Land

427/564 Macclesfield

Unit 1, Lower Floor forming part

of The Silkworks, Pickford

Street, Macclesfield

Unit 1, Upper Floor forming part

of The Silkworks, Pickford

Street, Macclesfield

Consolidated Property Wilmslow

Limited

492/589 Newport

Unit 7, 28 East Retail Park

Maeglas Newport

AXA Sun Life plc

1016/1525 Nottingham

Victoria Parkway Netherfield

Nottingham

Geo. Akins (Holdings) Limited

1003/1517 Mansfield

Unit 1 Portland Retail Park

Mansfield

Peveril Securities Limited

433/565 Hull

The Mount Retail Park

Holderness Road Mount

Pleasant Hull

Universities Superannuation

Scheme Limited

444/570 Kidderminster

Unit 12 Weavers Wharf

Kidderminster

Henderson UK Retail

Warehouse Fund

439/566 Bristol

Units 2a and 2b Imperial Park

Hartcliffe Way Bristol

The Junction Limited (Capital &

Regional)

1001/1515 Inverness Inverness Retail Park Inverness

BNP Paribas Sec Svcs Trust

Co. (Jersey)

458/567 Aberdeen

Unit 2 Boulevard Retai1 Park

Aberdeen

Standard Life Investments Fund

Limited

462/573 Glasgow

Unit 10 Block 2 Glasgow Fort

Glasgow

BNP Paribas Sec Svcs Trust

Co. (Jersey)

466/574 Coatbridge

Main Street / Coatbank Street

Coatbridge

LJR Properties Limited

470/580 Dundee

Gallagher Retail Park East

Dock Street Dundee

Countrywide Dundee Limited /

Bellshelf TwentyNine Limited

STORE LOCATION ADDRESS LANDLORD / DEVELOPER

443/569 Burton on Trent

Retail Unit 11 Phase 2

Middleway Park Guild Street

Burton on Trent

F & C Property Asset

Management plc

475/1500 Morecambe

Unit A Marine Road West

Morecambe

William Morrison Supermarkets

plc

328/554 Oldham

Units 11 and 12 Royton Phase

IV Oldham

British Land Retail Warehouse

Limited

305/551 Manchester

Sports Hall Trafford Regional

Sports and Leisure Complex

Trafford Park Manchester

Peel South East Limited

479/578 North Shields

JJB Soccer Dome Royal Quays

North Shields

DVS Property Limited

0329/552 Derby

Indoor Soccer Centre and retail

warehouse Pride Park Derby

Halifax Life Limited

461/571 Blackburn

JJB Soccerdome Haslingden

Road Blackburn

Pickard Properties

Canterbury

Units 1 and 2 Maybrook Retail

Park, Canterbury

Downham Properties Limited

Tunstall

Unit 1 Alexandra Park, Scotia

Road, Tunstall

Dransfield Properties Limited

Barrow

Unit B Cornmill Park, Hindpool

Road, Barrow

Positive Location Properties

Limited

Wigan

Soccer Centre, Robin Park,

Wigan

Wigan Football Company

Limited

Belfast Unit 7, Boucher Road, Belfast Corbo Limited

Newtownabbey

Unit 6, Longwood Road,

Newtownabbey

Corbo Limited

Londonderry

Unit 11, Phase 2 Crescent Link

Retail Park, Londonderry

Genova North West Limited

Dunstable

Unit 7a, White Lion Retail Park,

Boscombe Road, Dunstable

Universities Superannuation

Scheme Limited

Northampton

St James Retail Park,

Towcaster Road, Northampton

St James Retail Park

Northampton Limited

Bury Angouleme Way, Bury High Point Estates Limited

Bangor

Unit 5 Retail Park. Bloomfield

Shopping Centre, Bangor NI

Donegal Place Investments

Limited

Poole

Unit C4, Commerce Centre,

Poole

Ravenside Investments Limited

Carlisle

Leisure Unit at Currock Road,

Carlisle

Commercial Development

Projects Limited

Milton Keynes

Unit B, The Stadium, Milton

Keynes

Inter MK Limited

STORE LOCATION ADDRESS LANDLORD / DEVELOPER

Wrexham

Unit 8, Plas Coch Retail Park,

Wrexham

BNY Trust Company Limited

Capital Retail Park,

Cardiff

Unit 10 Capital Retail Park,

Leckwith, Cardiff

Capital and Regional

Barnsley

Unit 7, Peel Centre,

Harborough Hill Road, Barnsley

Peel Investments Limited

Coventry

Unit 3, Binley Shopping Park,

Coventry

Norwich Union Life and

Pensions Limited

Ayr Ayr MacDonald Estates Group plc

Huddersfield

Unit 3, Phoenix Retail Park,

Huddersfield

Cranford (Huddersfield) Limited

ANNEX 4: LIST OF CLOSED PREMISES

PART A

JJB STORES

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

6 Chester The Forum

9/11 The Forum, Chester, CH1

2BY

Northgate Ltd Partnership

58 Dudley High St

66/67 High Street, Dudley,

West Midlands, DY1 1PY

Mr George Charalambous

66 Paisley

Unit 6a, Moss Street, Paisley,

PA1 1BL

Shenton Enterprises Ltd

84 Huddersfield New St

26 New Street, Huddersfield,

HD1 2BU

Atmore Developments Limited

88 Doncaster High St

40a High Street, Doncaster,

DN1 1DE

Lazarus Properties Limited

Rotherham Old Town

Hall

3, 4 & 5 The Old Town Hall,

Howard Street, Rotherham,

S60 1QU

UK PH No 1 Ltd

108 Falkirk High St

128 High Street, Falkirk, FK1

1NR

Mar Retail Ltd

118 Airdrie Bank St

16/20 Bank Street, Airdrie,

ML6 6AF

Space commercial

120 Cheltenham High St

Unit 2, 99/107 High Street,

Cheltenham, GL50 1DP

Norwich Union Life & Pensions

Ltd C/o Morley Fund

Management

121 Perth High St

178/180 High Street, Perth,

PH1 5PA

Ardinia Investments

141 Burnley

43 St James Street, 8 The

Mall, Market Square Shopping

Centre, Burnley

Sapphire Retail Fund

146 Hartlepool Middleton

103 Middleton Grange

Shopping Centre, Hartlepool,

TS24 7RR

PPG Metro 500 Limited, C/o

Cushman & Wakefield, Healey &

Baker

148 Plymouth

Unit 4, 65/69 New George

Street, Plymouth, PL1 1RB

Civil Aviation Authority Pension

Scheme

154 Aberdeen Clearance

Unit 4, Berryden Road,

Aberdeen AB25 3SA

Railway Pension Nominees Ltd

158 Birmingham One Centre

3 One Stop Shopping Centre,

Walsall Rd, Perry Barr,

Birmingham, B42 1AA

Kleinwort Benson (Channel

Islands) Corporate Services Ltd

& (Jersey) Trustees Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

163

Manchester Great

Ancoats

Unit 1a Central Retail Park,

Great Ancoats Street,

Manchester, M4 6DJ

Henderson UK Retail Warehouse

Fund

165 Ashton-U-Lyne

33 The Arcades, Washington

Street, Ashton-under-Lyne,

OL6 7JE

Apollo Ashton Unit Trust

173 Gateshead Team Valley

Unit 12 Retail World, Team

Valley, Gateshead, NE11 0BD

Ravenside Investments Limited

176 Tamworth Ankerside

Unit 47, Ankerside Shopping

Centre, Tamworth, Staffs B79

7LG

Tamworth Unit Trust (Whitmill

Trust Company Ltd)

180 York Goodramgate

York Newitts, 77

Goodramgate, York, YO1 2LS

Newitts

181 Watford

69 High Street, Watford, WD17

2DJ

WRP Management Limited

191 Walsall Broadwalk

Unit 2a, Broadwalk Retail

Park, Bescot Crescent,

Walsall, WS1 8SB

ROM Capital (Asset

Management)

192 Altrincham Retail Park

Unit 7, Altrincham Retail Park,

Broadheath, Altrincham, WA14

5GR

The Crown Estate

212

Gloucester Southgate

21/25 Southgate Street,

Gloucester, GL1 1TP

The Mall Limited Partnership C/o

The Mall Corporation Limited

235 Swansea Parc Tawe

Unit 7 Parc Tawe North,

Swansea, SA1 2AL

ING UK Listed Real Estate

242a

Cardiff Queen Street

2nd Floor

Unit 10-11, Queens West,

Queen Street, Cardiff, CF10

2AQ

Scottish Widows Plc & Scottish

Widows Unit Fund Limited (C/o

Jones Lang LaSalle)

283 Reading Forbury

Unit A3 Forbury Retail Park,

Kenavon Drive, Reading,

Berks RG1 3JD

Norwich Union Life & Pensions

Ltd C/o Jones Lang Lasalle

297 Birmingham Pallasades

Unit 62, The Pallasades,

Birmingham B2 4XA

The Pallasades Birmingham Unit

Trust

312 Borehamwood

Unit 3, Boulevard 25,

Theobalds Street,

Borehamwood, Herts WD6

4PR

Merlin UK Prop Venture 2 SARL

333 Bradford Enterprise 5

Unit B, Enterprise 5, Bradford

Road, Idle, Bradford BD10

1EG

Wm Morrison Supermarkets PLC

352 Cowley

Unit 4, John Allen Way,

Templars Retail Park, Cowley,

Oxford OX4 3JP

Kyarra S.A.R.L

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

358 Beckton

Unit 2, Beckton Retail Park,

Alpine Way, Beckton, London

E6 6HL

Glanmore Investments Ltd

368 Manchester Eccles

Unit 11, West One Way,

Salford M50 1ZD

Dominion Corporate Trustees Ltd

371 Stockport Merseyway

Unit 4, Merseyway, Stockport

SK1 1QA

Stockport Holdings Limited

375 Romford

Unit 6, The Brewery, Romford,

Essex RM1

JO - The Brewery Romford

414 Bury Clearance

27 The Mall, The Millgate

Centre, Bury, BL9 0QG

SW plc, SWUF Ltd & LTGP LPI

434 Northampton Drapery

6-7 The Drapery, Northampton

NN1 2ET

David Whelan, Pat Whelan &

Jayne Sharpe

442 Ellesmere Port Marine

Marine Walk, The Port Arcade,

Ellesmere Port, CH65 0BW

FREP (Ellesmere Port)

446 Harlow

Unit 43/48a, The Harvey

Centre, Harlow, Essex, CM20

1XW

Sapphire Retail Fund

452 Warrington Bridge St

Unit 3, 26-34 Bridge Street,

Warrington, WA1 2QS

M & F Finance (Ireland) Ltd

459

Birmingham The Fort

Parkway

Unit 1b, Fort Retail Park,

Birmingham, B24 9FP

Fort Retail Park Trust

488 Stratford Upon Avon

Unit 21, Town Square

Shopping Centre, Stratford - U

- Avon, CB37 6JW

LR(Stratford)Ltd

489 Smethwick

Windmill SC Cape Hill

Smethwick

Berkeley Square Common

Investment Fund Ltd

535 Paisley (Rangers)

18 High Street, Paisley PA1

2SD

M & E Management

549

Wigan (Fitness First)

Temporary

21 Loire Drive, Robin Park,

Newtown, Wigan, WN5 0UH

Blair Estates

10 Oldham

33/35 Henshaw Street,

Oldham, OL1 1NH

James Hay Pension Trustees

Limited

11 Leigh

19/23 Lord Street, Leigh,

Lancashire, WN7 1AB

Reginald Cook & Co

18 Warrington

22 Bridge Street, Warrington,

Cheshire, WA1 2QS

Welbeck CP

35 Leicester

38 & 40 Granby Street

Leicester

Urban Commercial Properties

Ltd

50 Peterborough

Unit 2, 4 The Broadway,

Peterborough, PE1 1RS

Milton (Peterborough) Estates

Company

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

60 Prescot

Unit 5, Prescot Shopping

Centre, Prescot, Liverpool, L34

5GA

Propinvest Presford Limited

Partnership

90 Stirling

65 Murray Place, Stirling,

Scotland, FK8 1AP

Robert Duthie & Sons Limited

107 Kirkcaldy High St

180 High Street, Kirkcaldy,

KY1 1JW

Doherty Property Unit Trust No.

102

122 Shrewsbury 37/38/38a Castle Street

U.K. Estates Management

Limited

136 Manchester Market St

103 Market Street,

Manchester, M1 1NN

Signet Group Plc

139 Slough 218/220 High Street, Slough Mr M Choudhery

206 Hemel Hempstead

Unit 187a Marlowes, Hemel

Hempstead, Hertfordshire,

HP1 1BB

The Standard Life Investment

Fund Ltd

221

Ilford Great Eastern

Mills

Great Eastern Mills, King

George's Avenue, Ilford,

Essex, IG2 7SH

Sainsbury's Supermarkets

Limited

351 Rhyl (Howards)

16 High Street, Rhyl, North

Wales

Sheffield Mutual Friendly Society

377 Nottingham Lady Bay

Unit 1 Lady Bay Retail Park,

Meadow Lane, Nottingham

NG2 3GZ

La Salle UK Venture Prop 9

SARL

1971 BARROW OSC

35 Portland Walk, Barrow-in-

Furness, LA14 1DB

Yolande Ltd in administration

5001 Reading

Unit 4 Vastern Court Retail

Park, Station Road, Reading

RG1 8AL

Morley Pooled Pensions Limited

5014 Altrincham

74/84 George Street,

Altrincham

Altringham Regeneration Limited

Partnership c/o Mere Park Plc

5017 Penrith

Unit 25b, Penrith New

Squares, Penrith

Lowther Manelli Properties Ltd

5020 Worcester 29a The Shambles, Worcester Scope Investments Ltd

1953 NORTHAMPTON OSC

51A/53 Abington Street,

Northampton NN1 2AN

F3 Ltd c/o Chown Commercial

Ltd

1956 TORQUAY OSC

38/40 Union Street, Torquay,

TQ2 5PW

Davies Holdings Ltd

1957 WAKEFIELD OSC

22 Kirkgate, Wakefield, WF1

1SP

Storey group Ltd c/o Allot

Associates

1960

GATESHEAD

GALLERIA OSC

Unit 1, 45A The Galleria, The

Metrocentre, Gateshead,

NE11 9YP

CSC

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

1964 SCUNTHORPE OSC

Unit SU3, Cole Street, The

Parishes SC, Scunthorpe,

South Humberside, DN15 6QZ

The Jubilee Way Consortium

617 Blackburn

40 King William Street,

Blackburn, BB1 7DP

The Mail Partnership

621 Accrington

Unit 6, Cornhill, Broadway,

Accrington, Lancashire, BB5

1EX

Wainvale LTD

630 Lisburn – Haslems Lane 13 Haslams Lane, Lisburn; Clonard Estates

635

Kilmarnock Protland

Street

12 Portland Street,

Kilmarnock, KA1 1HZ

Elmgulf Limited

636 Macclesfield

5/7 Mill Street, Macclesfield,

SK11 6NA

AXA Sun Life Plc

PART B

BLANE STORES

STORE LOCATION ADDRESS LANDLORD / DEVELOPER

288 Barrow Hollywood Pk

Unit F, Hollywood Park, Barrow in

Furness LA14 2NQ

Standard Life Investments

290 Baguley

Brookway Retail Park, 450

Altrincham Road, Baguley,

Manchester M23 9BL

Windsor Life Unit Linked

611 Eltham 116 High Street, Eltham SE9 1BW FOTO FAST Limited

612 Basildon Unit 28, Eastgate Centre

Eastgate Shopping Centre

C/o British Land Company

616 Uxbridge

9/9a Chequers Square, Uxbridge

UB10 1LN

The Mall Ltd

622 Kirkcaldy

147-149 High Street, Kirkcaldy KY1

1LR

Robert Duthie & Sons

Limited

633 Maidstone

Unit D, Chequers Centre,

Maidstone ME15 6AT

The Mall Ltd

739 Northampton (S.D)

Unit 23 (Levels 2 & 3), Peacock

Place, Northampton, NN1 2DP

Peacock Place Ltd

744 Dudley Brierley Hill

Unit L85, Merry Hill Centre, Brierley

Hill, West Midlands DY5 1SY

MH (No.1) Limited

Partnership

824 Warrington Riverside

Unit 3, Riverside Retail Park,

Warrington WA1 2HY

Prudential Assurance

Company Limited

839 Reading Brunel

Unit 3, Brunel Retail Park, Rose

Kiln Lane, Reading, Berks RG2

0JZ

Norwich Union Life &

Pension Ltd

863 Paisley Nova Scotia 35a High Street, Paisley PA1 2SD Clarkson Limited

870 Sunderland Roker Ave

Unit 7, Sunderland Retail Park,

Roker Avenue, Sunderland SR6

0BW

Mountview Securities

Investments

898 Croydon Valley

Unit C, Valley Retail Park, Croydon

CR0 4YG

Scottish Widows Plc

904

Manchester - Salford

Regents

Unit B, Regents Retail Park,

Regents Road, Salford M5 4QU

Prudential Assurance

Company Limited

910 Swansea Clearance

Unit 10, Parc Tawe Retail Park,

Swansea SA1 1HP

Mounrant & Co Trustees Ltd

& Mourant Property

923 Bridgend

14/15 Rhiw Centre, Bridgend, Mid

Glamorgan CF31 1BY

Bridgend Unit Trust C/o

Colliers Cre

946 Bangor (Wales)(S.D)

234 High Street, Bangor, North

Wales LL57 1PA

Camberford Limited

STORE LOCATION ADDRESS LANDLORD / DEVELOPER

967 Stetchford

Unit B, Stetchford Retail Park,

Station Rd, Stetchford, Birmingham

B33 9AN

Norwich Union Life &

Pension Ltd, c/o Jones Lang

LaSalle

972 London Friern Barnet

Unit 8, Friern Bridge Retail Park,

Friern Barnet, London N11 3PW

Legal & General Assurance

Society Ltd

0990B

Unit 16, The Kennet

Centre, Newbury

UNIT 16, THE KENNET CENTRE,

NEWBURY

Plus Shops

610 Romford

45-47 South Street, Romford,

Essex RM1 2BX

Huxley Investments Limited

613 Dundee 79 Murraygate, Dundee DD1 2EA Southpark Flats Ltd

700 Oxford Street (S.D)

301-309 Oxford Street, London

W1C 2HW

Swan Walk Sarl

729 Worthing (S.D)

29 Montague Street, Worthing,

West Sussex BN11 3BE

Boylan Sisters Ltd

771 Manchester Mkt St.(Sd)

48-50 Market Street, Manchester

M1 1PW

Legal & General

0990C

46 Queens Road,

Bristol

46 QUEENS ROAD, BRISTOL Central and Shop Ltd

0990D The Octagon Centre

THE OCTAGON CENTRE, HIGH

WYCOMBE

Mounrant & Co Trustees Ltd

& Mourant Property

1966 KINGSTON OSC

61 Clarence Street, Kingston upon

Thames, Surrey KT1 1RB

British Airways Pension

Trustees Ltd

1967 STIRLING OSC

Unit 31, Thistle Marches, Stirling

FK8 2EE

Standard Life Investment

Fund Ltd

ANNEX 5: LIST OF OPEN PREMISES

PART A

JJB STORES

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

17 Halifax Market St

12/16 Market Street, Halifax, HX1

1PD

Threadneedle Property Unit

Trust

21 Liverpool - Wallasey

3/5 Liscard Way, Wallasey, L44

5TL

Cherry Tree Trustee One

Ltd and Cherry Tree Trustee

Two Ltd

39 Sunderland High St

92 High Street West, Sunderland,

SR1 3BY

S & F PROPERTIES

LIMITED

52 Liverpool - Bootle

309/311 Stanley Road, Bootle,

Merseyside, L20 3LO

ING Retail Property Fund

(Title Company No 1) Ltd

and ING Retail Property

Fund (Title Company No 2)

Ltd

65 Chorley

77/79 Market Street, Chorley,

Lancashire, PR7 2SN

Geltex Limited

72 Hamilton Quarry St

43 Quarry Street, Hamilton,

Scotland, ML3 7AH

Buccleuch Heritage Trust

77 St Helens La Grange

7 La Grange Arcade, St Helens,

WA10 1BN

ING Britannica St Helens

LLP

92 Hanley Piccadilly

7/11 Piccadilly, Hanley, Staffs, ST1

1DG

Topcastle Properties Ltd

110 Swansea Union St

5/6 Union Street, Swansea, SA1

3EE

Manchester Syndicates 16

Ltd c/o Halliwell Landau

124 Winchester

47 High Street, Winchester, Hants,

SO23 9BT

PIG Fund Winchester SPV

Ltd

125 Mansfield Westgate

36/38 Westgate, Mansfield, Notts,

NG18 1RS

Kenann Investments Limited

126 Wakefield Kirkgate

19/21 Kirkgate, Wakefield, West

Yorkshire, WF1 1HS

Real Estate Investors plc

128 Motherwell

85 Brandon Parade South,

Motherwell, M11 1RB

CALA Properties

(Motherwell Ltd)

129

Nottingham Lower

Parliament

6/8 Lower Parliament Street,

Nottingham, NG1 3OA

Scottish Widows Unit Funds

Limited

131 Bury St Edmunds

Unit 6, Cornhill Walk Shopping

Centre, Bury St Edmunds, IP33

1EJ

Landmaster Properties Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

132 Hereford

46/48 Commercial Street, Hereford,

HR1 2DJ

McDonald Real Estate

Liability Partnership

133 Redditch

40 Evesham Walk, Redditch,

Worcester, B97 4HA

Scottish Widows Plc

135 Elgin

Unit 1, St Giles Centre, High St,

Elgin, Morayshire, IV30 1EA

Upland Development

Limited

137 Great Yarmouth

22 Market Place, Great Yarmouth,

NR30 1LY

J.W Kraus

142 Bangor Ni

59 Main Street, Bangor, Co. Down,

Northern Ireland, BT20 5AF

L & W Properties

149 Belfast Ann St

25/27 Ann Street, Belfast, Northern

Ireland, BT1 4EB

Kiltec Properties speak to

Ardmore Commercials

151 Chatham

167/169 High Street, Chatham,

Kent, ME4 4BA

Prudential Assurance

Company Limited

152 Belfast Royal Ave

58/66 Royal Avenue, Belfast,

Northern Ireland, BT1 1DH

JJ Hennebry & Son

153 Boston

5/7 Wide Bar Gate, Boston, Lincs,

PE21 6QY

The Trustees of The Ramar

& Solo Charitable Trust

159 Newry Hill St

54 Hill Street, Newry, Co. Down,

Northern Ireland, BT34 1AR

The Bunclody Trust

166 Dorchester

14 South Street, Dorchester,

Dorset, DT1 1BS

CCL Dorchester Limited

167 Preston Fishergate

19 Fishergate, Preston,

Lancashire, PR1 3PS

Asda Stores Limited

170 Norwich Sprowston

Unit 11 Sprowston Park, Salhouse

Road, Sprowston, Norwich, NR7

9AZ

Co-operative Insurance

Society Limited

174 Coleraine Hanover Pl

Unit 1 Hanover Place, Coleraine,

Northern Ireland, BT52 1EB

Herbel Restaurants Ltd

178 Woking

The Peacocks Causeway, Woking,

Surrey, GU21 1GB

Peacock Centre

182 Londonderry Richmond

Unit 3, Richmond Centre,

Londonderry, Northern Ireland,

BT48 6PE

W G Mitchell (Richmond)

Limited

183

Sunderland Timber

Beach

Unit 3, Retail Park, Timber Beach

Road, Sunderland, SR5 3XG

Prudential Assurance

Company Limited

185

Cheltenham

Roundhouse

The Roundhouse, 19 Gloucester

Road, Cheltenham, GL51 8NE

Homebase Limited

187 Dundee

48/60 Murraygate, Dundee, DD1

2BB

Tesco Stores Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

188 Southampton

24 Harbour Parade, 11 West Quay

Retail Park, Southampton, SO15

1BA

CGNU Life Assurance

Limited

189 Carlisle

Unit 3, Grapes Lane, Carlisle, CA3

8NH

CGNU Life Assurance

Limited

190 Bradford Forster Sq

Unit 7, Forster Square, Bradford,

BD1 4AG

The Mary Estate Ltd

194 Ipswich Carr St 26/32 Carr Street, Ipswich, IP4 1EL National Car Parks Limited

195 Manchester Market St

58/66 Market Street, Manchester,

M1 1PW

Tesco Stores Ltd

196 Glasgow Sauchiehall

Sauchiehall Centre, Sauchiehall

Street, Glasgow, G2 3ER

Aegon Uk Property c/o

Morley Fund Management

200 Luton

57/59 The Arndale Centre, Luton,

Beds, LU1 2TG

Tesco Stores Ltd

202 Basingstoke

4 Brighton Hill Retail Park,

Winchester Rd, Basingstoke,

Hants, TG22 4AN

Coal Pension Properties Ltd

c/o LaSalle Investment

Management

204 Wakefield Ings Road

Unit 8 Ings Road, Wakefield, WF2

9SD

Westgate Retail Park

Wakefield Ltd

205 Bedford Interchange Pk

Unit L Interchange Park, Race

Meadows Way, Kempston, Beds,

MK42 7AZ

Kleinwort Benson (Channel

Islands) Corporate Services

Ltd & (Jersey) Trustees Ltd

207 Lincoln 5 Station Street, Lincoln, LN5 7EY

The Standard Life

Investment Fund Ltd

213 West Thurrock L.Side

Unit B4 Lakeside Retail Park, West

Thurrock, Essex, RM20 2ZN

Ravenside Investments

Limited

219 Newbury

Unit 6 Newbury Retail Park,

Pinchington Lane, Newbury Berks,

RG14 7HU

F & C Commercial Property

Trust Limited c/o F & C

Property Asset Management

Plc

220 Liverpool Hunts Cross

Units D, E & F Hunts Cross Park,

Speke Hall Rd, Speke, Liverpool,

L24 9GB

Henderson UK Property

Fund c/o Henderson Global

Investors

222 Leeds Albion Arcade

Leeds Shopping Plaza, Grosvenor

Mall, Albion Street, Leeds LS1 8EP

Trinity Quarter Development

Ltd

223 Doncaster Wheatley

Unit 9 The Wheatley Centre,

Wheatley Hall Road, Doncaster,

DN2 4LP

BLD Properties Ltd

224

Bournemouth Ave

Centre

1st Floor, The Avenue Centre,

Commercial Road, Bournemouth,

BH2 5RP

Clerical Medical Managed

Funds Limited

226 Coventry Hertford St

21/25 Hertford Street, Coventry,

CV1 1LF

Morley Pooled Pensions

Limited

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

228 Wrexham Regent St

Unit 3, 9/11 Regent Street,

Wrexham, Clwyd, LL11 1SG

UBS Tirion Property Fund

231 Llantrisant

Unit 5, Glamorgan Vale Retail

Park, Pont-y-Clun, Llantrisant,

CF72 8RP

Glamorgan Vale RP GP Ltd

234 Leicester Haymarket

Unit 4 Haymarket Towers,

Humberstone Gate, Leicester, LE1

1WA

Clerical Medical Investment

Group Ltd

236 Livingston Almondvale

Unit 3, Almondvale Centre,

Livingston, EH54 6NB

Ravenseft Properties

Limited

239 Bolton Middlebrook

Unit 1 Middlebrook Sports Village,

Mansell Way, Horwich, Bolton BL6

6JA

Orbit Investments (Northern)

Ltd

240 Glasgow Argyle St

56/58 Argyle Street, Glasgow G2

8AF

Primark Stores Ltd

241 Irvine

1 & 5 Rivergate, Irvine, Ayrshire

KA12 8EH

ING Retail Property Fund

(Title No 2 Company)

Limited

242 Cardiff Queens West

Unit 10-11, Queens West, Queen

Street, Cardiff, CF10 2AQ

C.I.S Co-operative

Insurance

245 Blackpool

Unit B, 61-71 Church Street,

Blackpool, FY1 1HU

Dawnay Day Properties Ltd

(In Administration)

246 Plymouth

Unit A Derrys Cross, New George

Street, Plymouth, PL1 1RU

Derry Property Ltd

247 Grantham

Unit 39 The Isaac Newton Centre,

Grantham, NG31 6EE

Wm Morrison Supermarkets

PLC

250 Southend

136 High Street, Southend-on-Sea

SS1 0ET

Superdrug Stores

251 Darlington East Street, Darlington DL1 1PN Zurich Assurance Plc

254 West Bromwich

Unit A Great Bridge Retail Park,

Great Bridge St, West Bromwich

B70 1OD

St James's Place Uk

255 Telford Southwater

43/45 Southwater, Telford

Shopping Centre, Telford TF3 4DE

Telford Trustee No.1 Ltd and

Telford Trustee No. 2

256 Scunthorpe

Unit 29/31 Southgate Mall,

Scunthorpe, DN15 6SU

Zurich Assurance Plc

257 South Shields

Unit 6 King Street, South Shields,

NE33 1HT

Retail Plus General Partner

Ltd

258 Kilmarnock Burns Mall 20 Burns Mall, Kilmarnock KA1 9JZ Zurich Assurance Plc

259 Bangor Deiniol Wales

Unit 15 The Deiniol Centre,

Bangor, North Wales LL57 1NW

Atmore Properties PLC

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

260

Wolverhampton Peel

Centre

Unit 1 The Peel Centre, Stafford

Street, Wolverhampton WV1 1NA

Peel Investments (UK) Ltd

261 Coventry Gallagher

Unit L Gallagher Retail Park,

Stoney Stanton Road, Coventry

CV6 5QE

Countrywide Waterside

Developments Limited

266 Corby

Unit 5 Phoenix Retail Park, Courier

Road, Corby NN17 5DT

Peel Investments (UK) Ltd

269 Torquay

Unit 8a Union Square Shopping

Centre, Torquay TQ1 3UT

Walbrook Trustees (IOM)

Ltd and Island Nominees

270 Crewe

Unit C, The Market Centre, Crewe

CW1 2NG

Sachville TCI Properties GP

LTD

271 Glenrothes

23b Unicorn Way, The Kingdom

Centre, Glenrothes KY7 5NU

C.I.S Co-operative

Insurance c/o Axa Real

Estate Investment Managers

(UK) Ltd

272 Shrewsbury

LRU2A Darwin Shopping Centre,

Raven Meadows, Shrewsbury SY1

1PL

Charles Darwin Trustee No1

Ltd & Charles Darwin

Trustee No2 Ltd

273

Manchester Trafford

Centre

19 Peel Avenue, The Trafford

Centre, Manchester M17 8BF

The Trafford Centre Limited

274 Edinburgh Pentland

Unit A Pentland Retail Park,

Straiton, Edinburgh EH20 9QH

Peel Investments (UK) Ltd

276 Wishaw

331 Glasgow Road, Wishaw ML2

7UR

Strathclyde Pension Fund

c/o Goodman investors

Property Investors UK

277 Renfrew S/S

Unit 18 Blythswood Estate, West

Lodge Road, Renfrew PA4 9EN

Propinvest Renfrew LP

278 Burnley

104 St James Street, Burnley BB11

1NL

K/S Burnley

279

Peterborough

Causeway

29 Long Causeway, Peterborough

PE1 1YJ

Tyburn Fabio

280

Northampton Gambrel

35 Gambrel Road, Sixfields Retail

Park, Northampton NN5 5DG

Universities Superannuation

Scheme Limited

281 Staines

Unit S2 Two Rivers Shopping Park,

Staines TW18 4WB

Two Rivers Ltd

282 Sheffield Crystal Peaks

45 Crystal Peaks 2, Crystal Peaks

Shopping Centre, Sheffield S20

7JG

BT Pension Scheme

Trustees Ltd

284 Londonderry Strand Rd

175 Strand Road, Londonderry

BT48 7PX

R.J.S Properties

286 Southport Meols Cop

Unit 2c Meols Cop Retail Park,

Meols Cop Road, Southport, PR9

7RG

UBS Tirion Property Fund

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

289 Keighley

4 Keighley Retail Park, Hard Ings

Road, Keighley, West Yorks. BD21

3NJ

Liverpool Victoria Friendly

Society Ltd

291 Leamington Spa

11a Upper Mall, Royal Priors

Shopping Centre, Leamington Spa

CV32 4YA

Coal Pension Properties Ltd

293 Liverpool Williamson Sq

Unit 5 Williamson Square,

Liverpool L1 1EJ

Ravenseft Properties

Limited

295 Dewsbury

Unit 3, Railway Street, Dewsbury,

West Yorkshire WF13 3EJ

Zurich Assurance Plc

298 Liverpool Edge Lane

Unit 3, Edge Lane Retail Park,

Liverpool L13 1EW

Derwent Holdings Limited

302 Taunton

Unit 13/14 The Old Market Centre,

Taunton, Somerset TA1 3TP

EPF Market Centre Taunton

306 Dover

65/66 Biggin Street, Dover, Kent

CT16 1DD

K/S Biggin Street Dover

307 Grimsby Victoria Rp

Unit C, Victoria Retail Park,

Grimsby DN31 1NX

Belgrave Land Limited

308

Middlesbrough Captain

Cook

2 Captain Cook Square,

Middlesbrough, Teeside TS1 5UB

Norwich Union Life &

Pension Ltd, c/o Jones Lang

LaSalle

311 Birkenhead The Rock

Unit 6 The Rock Retail Park,

Birkenhead CH41 9AY

BBC Pension Trust Limited

313 Colchester Retail Park

Unit A, Colchester Retail Park,

Colchester CO3 3LF

Standard Life Investment

Funds Limited

314 Belfast Drumkeen

Unit 1, Drumkeen Retail Park, Forst

Side Belfast BT8 6RB

Drumkeen Holdings Limited

318 Runcorn

Unit D Trident Park, Runcorn WA7

2FQ

Trident Park Ltd

320 Leeds Kirkstall

Unit 1, Kirkstall Valley Retail Park,

Leeds LS5

Wm Morrison Supermarkets

PLC

321

Ellesmere Port

Cheshire Oaks

18 Coliseum Way, Cheshire Oaks

Outlet Village Ellesmere Port CH65

9HD

Equitable Life Assurance

322 Rochdale Kingsway

Unit 6 Kingsway Retail Park,

Kingsway, Rochdale OL16

Scottish Widows Unit Funds

Limited

323

Huddersfield Great

Northern

Unit 7 Great Northern Retail Park,

Leeds Road, Huddersfield HD1

6ND C381

SWIPPT c/o Scottish

Widows Investment

Partnership

324 Craigavon

Unit 7, Rushmere Shopping

Centre, Lurgan, Craigavon, Co

Armagh N.I. BT64

Central Craigavon Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

325 Exeter Exebride

4 The Exebridge Centre,

Alphington Street, Exeter

Standard Life Investment

Funds Ltd

326 Yeovil Peel Centre

Unit 2 Peel Centre, Babylon Hill,

Yeovil BA21 5BT

Peel Investments (North)

Limited

331 Leigh Bradshawgate

Unit C, 70 Bradshawgate, Leigh,

Lancs WN7 4NP

T J Morris Properties Ltd

336 Birkenhead Grange Rd

172/184 Grange Road, Birkenhead

CH41 6EA

Zurich Assurance Plc

337 Gravesend

First Floor, 72-73 New Road,

Gravesend DA11 0AF

Tesco Stores Ltd

339 Antrim

Unit 3, 55 High Street, Antrim BT41

4AY C38

Karl Construction Ltd

343 Falkirk Central

Unit 11 Central Retail Park, Falkirk

FA2 7AJ

Granchester Developments

(Falkirk) Ltd

345 Bath

23 High Street, Bath, Avon BA1

5AJ C101

Gobafoss Partnership

346 Greenock

Unit 20 Oak Mall Square, Greenock

PA15 1JN

Oak Mall Greenock Ltd

347

Chelmsford High

Chelmer

9 High Chelmer, Chelmsford,

Essex CM1 1XL

Coal Pension Properties Ltd

348 Oldham Rotunda

The Rotunda, The Spindles

Shopping Centre, Oldham OL1

1HE

ING Retail Property Fund

(Title Company No 1) Ltd

and ING Retail Property

Fund (Title Company No 2)

Ltd

353 Liverpool - Prescot

Unit 4E, Cables Retail Park,

Prescot, Merseyside L34 5NQ

Brookhouse Group Limited

359 Milton Keynes Patriot Dr

Unit C, Central Retail Park, Patriot

Drive, Milton Keynes MK13 8PU

Henderson UK Retail

Warehouse Fund

362 Exeter High St

223-226 High Street, Exeter EX4

3LR

Tesco Stores Ltd

369 Derby St Peters St

11 St Peters Street, Derby DE1

2AG

Tesco Stores Ltd

372 York Clifton Moor

Unit 3 Clifton Moor Retail Park,

York YO3 6XW

Lloyds Bank SF Nominees

Limited

374 Lancaster North Rd

Unit 2, 63 North Road, Lancaster

LA1 1LU

J Pitt & B Moon LPA

Receivers

376 Norwich Riverside

Unit 1 Riverside, Norwich NR1

1WR

Henderson UK Retail

Warehouse Fun

381 Rugby Junction One Rp

Unit 4b Junction One Retail Park,

Leicester Road, Rugby CV21 1RW

PDPF GP LTD and REGA

LTD

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

385 Stirling

Unit 3c Ochilview Mall, Thistle

Shopping Centre, Stirling FK8 2ED

Kleinwort Benson (Channel

Islands) Corporate Services

Ltd & (Jersey) Trustees Ltd

386 Oxford

8 Magdalene Street, Oxford OX1

3AD

Oxford Co-Owners c/o

Percy Nominees Limited c/o

Percy Nominees

388

Portsmouth

Waterlooville

10 Wellington Retail Park, 2

Hambledon Road, Waterlooville

PO7 7FG

Islandview Properties Ltd

392

Peterborough

Brotherhood

Unit 4b Brotherhood Retail Park,

Lincoln Road, Peterborough PE4

6ZR opening 7/02

Goodman investors

Business Services Ltd

393 Swansea Fforestfach

Unit G2 Fforestfach Parc,

Pontarddulais Road, Fforestfach,

Swansea SA5 4BA open 8.02

Henderson Retail

Warehouse Fund

394 Ipswich Euro Rp

Unit 2, Euro Retail Park, Ransomes

Way, Ipswich IP3 9QG

Euro Retail Park Ipswich

Unit Trust

396 Ayr

Unit 3, 127-147 High Street, Ayr to

open 8.02

Ignis Uk Property Fund

397 Truro Threemilestone

Unit 3 Threemilestone Retail Park,

Threemilestone, Truro opening

8.02

Petros (Truro) Limited

406 Aberdeen Union St Unit 3 Union St Aberdeen Tyne & Wear Pension Fund

412

Preston Deepdale

(Smaller)

Unit C, Deepdale Retail Park,

Blackpool Road, Preston, , PR1

6QY

The Trustees of the

Hercules Unit Trust

417

Blackburn King William

First Floor, 56 King Williams Street,

Blackburn, BB1 7HR

BHS Limited

421 Lisburn Bow St

(First floor of units 1-4). 1a Bow

Street Mall, Lisburn, Co Antrim N

Ireland BT28 1TW

Bow Street Mall Limited

422 Perth St Catherine's

Unit 4, St Catherines Retail Park,

Old Market Place, Perth, PH1 5XD

Acorn Jersey Property Fund

424

Kendal Queen

Katherines

Unit 7 Kendal Development Queen,

Katherine's Avenue, Kendal

Wm Morrison Supermarkets

PLC

428 Glasgow Argyle St

57-63 Argyle Street/1 Dunlop

Square, Glasgow G2 8AH

St Enoch Trustees

429 Ballymena Braidwater

Unit 3 Marlborough Retail Park,

Ballymena, Northern Ireland

JHT Ballymena Limited

430 Rotherham Retail World

Unit 2 Retail World, Stadium Way,

Parkgate, Rotherham S60 1TG

Rotherham Unit Trust

431 Accrington

Unit 4 Market Square, Accrington

BB5 1EY

BPL - Downham Properties

Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

435 Scarborough

Unit 2 Chapham's Yard, North

Street/Waterhouse Lane,

Scarborough, North Yorkshire

YO11 1DW

FP Life Assurance Ltd

(Commercial Fund)

436 Sheffield Market St

25 Market Street, Meadowhall

Centre, Sheffield S9 1EN

Meadowhall Nominee 1 Ltd

& Meadowhall Nominee 2

Ltd

437 Loughborough

Unit 2 The Rushes, Fennel Street,

Loughborough, Leicestershire

Highland Loughborough

Limited

438 Reading Broad St

Unit 6, 90-93 Broad Street,

Reading RG1 2AP

Standard Life Investment

Funds Limited - (Rent)

440 Stafford Guildhall Shopping Centre, Stafford Glanmore Stafford Ltd

441 Clydebank Carinthia

Unit 16a Carinthia Way, Clyde

Shopping Centre, Clydebank G81

2RR

C.I.S Co-operative

Insurance Society Ltd c/o

Axa Real Estate Investment

Managers (UK) Ltd

449 Stockport Peel Centre

Unit 5a, The Peel Centre, Great

Portwood Street, Stockport,

Cheshire, SK1 2HH

Peel Investments (UK) Ltd

453 Fareham

54 West Street, Fareham, PO16

0JN

Zurich Assurance Plc

454 Crawley

Unit 5, 26 The Martlets, Crawley ,

RH10 1ES

Redevco Properties Uk 1 Ltd

456 Worcester

Unit D, Lychgate Shopping Centre,

11 High Street, Worcester, WR1

2QE

Top High Street Shops Ltd

464 Ballymena Thomas St

Unit 3, 14-16 Thomas Street,

Ballymena, Co. Antrim , BT43 6AU

Redflyer (NI) Ltd

469 Broughton (Chester)

Unit 3b, Broughton Shopping Park,

Broughton Park, CH4 0GY

Broughton Unit Trust

480 Nuneaton

Ropewalk Shopping Centre,

Nuneaton

Broadway Capital Ltd

481 Maidstone

MSU2 Fremlin Walk, Maidstone,

ME14

Ravenseft Properties

Limited

483 Kings Lynn

LSU6, Vancoover Shopping

Centre, Kings Lynn

Vancouver Ltd Partnership

484 Workington

Unit S41, 3 Steelmens Walk,

Workington

Washington Square

Properties LLP

487

London Shepherds

Bush

8 The Broadway West, 12

Shopping Centre, London, W12

8PP

Tops Shop Centres Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

491 Hayes

Unit 2 Lombardy Retail Park, Cold

Harbour Lane, Hayes, Middlesex ,

UB3 3EX

Citicorp Trustee Co Ltd

494 Walsall

Unit 1a, Wharf Retail Park,

Wolverhampton Street, Walsall,

WS2 8LL

The Trustees of the

Hercules Unit Trust

497 Dumfries

Unit 4, Peel Retail Park, Lockerbie

Rd, Dumfries, DG1 3PF

Morley Pooled Pension

525 Portsmouth Cascade

Unit 12 Cascades Centre,

Portsmouth, PO1 4RP

Cascades Shop Ctr

531

London - Staples

Corner

Unit 3c Staples Corner Retail Park,

Geron Way, London, NW2 6LW

New Star Property Unit

532 Cumbernauld

Plot 17 Antoine Shopping Centre,

Tryst Road, Cumbernauld,

Glasgow, G67 1JW

LR (CUMBERNAULD) LTD

538 Falkirk (Rangers)

93-97 High Street, Howgate

Shopping Centre, Falkirk , FK1

1ED

The Mall Corporation

539 Birkenhead (Everton)

Unit 30 The Pyramid Centre,

Birkenhead , CH41 2ZL

Agora Max Birkenhead Unit

Trust

828 Enfield Crown Rd

Unit 10-12 Crown Road, Enfield

Retail Park, Enfield, Middlesex EN1

3RN

Henderson UK Retail

Warehouse Fund

833 Bristol St Philip's

Unit 4, St Philip's Causeway,

Avonmeads Retail Park, Bristol

BS2 0SP

British Airways Pension

Trustees Ltd

854 Banbury

1 Castle Centre, Banbury, Oxon

OX16 8UH

Scottish Widows Plc &

Scottish Widows Unit Fund

Limited ( c/o Jones Lang

LaSalle)

971 Hanley Octagon

Unit G, The Octagon, Etruria Road,

Hanley, Stoke on Trent ST15RR

UKI Shopping Centres

Limited

973 Bristol Abbey Wood

Unit 2, Abbey Retail Park, Station

Road, Filton, Bristol BS34 7JI

BT Pension Scheme

Trustees Ltd

1011 Wigan (Town Centre)

Unit LSU05 The Grand Arcade,

Wigan, WN1 1BH

Modus Property (Wigan) Ltd

- Co. No. 4191641

1012 Birmingham

Unit 1, 16/28 Corporation Street,

Birmingham, BT2 4RR

Redevco UK 1 BV

1014 Bristol - Brislington

Unit 4A, Brislington Retail Park,

Brislington, Bristol, BS4 5NG

Regent Properties Partners

(Retail Parks) Ltd

1017

Glasgow Silverburn -

Retail

Unit B6 Silverburn, Barrhead Rd,

Glasgow,G53 6QR

Retail Property Holdings Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

1034 Letchworth

Unit 1, Plinston Retail Park, Jubilee

Road, Letchworth, Hertfordshire,

SG6 1UP

Stanhope Pension Trust Ltd

1035 Dunfirmline

Unit LG02, Kinsgate Shopping

Centre, Dunfermline, KY12 7QA

Crosslands Properties Ltd

1046 Newtownards

Unit 6 Ards Shopping Centre,

Circular Road, Newtownards, Co.

Down, N. Ireland, BT23 4EU

Belfast Office Properties Ltd

1047 Kirkcaldy

Mercat Shopping Centre, Kirkaldy,

KY1 1NJ

Mercat Kirkcaldy Ltd

1050 Sheffield The Moor 9/11 The Moor, Sheffield, S1 4PG

RREEF UK Retail Property

Fund

1051 Bristol Cabot Circus

Unit 49a The Circus, Cabot Circus,

Bristol, BS1 3BD

Bristol Alliance

1054 HULL

F1/F5, Princes Quay Shopping

Centre, Hull, HU1 2PQ

Princess Quay Shopping

Centre Trust

5013 Chatham

Unit 42 and First Floor MSU The

Pentagon Centre, Chatham, Kent

Pentagon Co-Ownership A-

S.A.R.L

5015 Liverpool Clayton

MSU 3 Clayton Square Shopping

Centre, Liverpool

Land Securities Properties

Ltd

5005 Washington

Unit 2, Phase II The Peel Centre,

Spire Road, Washington

Peel Investments (UK) Ltd

533

Liverpool - Everton

Megastore

183-189 Walton Lane, Liverpool ,

L4 4HH

The Everton Football Club

Company Ltd

534

Glasgow - Rangers

Ibrox Megastore

Ibrox Stadium, Glasgow , G51 2XD

The Rangers Football Club

plc

PART B

BLANE STORES

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

287 Llandudno

Unit B2, Mostyn Champneys Retail

Park, Llandudno LL30 1RY

The Trustees of the

Hercules Unit Trust

296 Bournemouth Turbury

Unit 2 Turbury Retail Park,

Ringwood Road, Bournemouth

BH11 8LL

Stadium (Bournemouth) Ltd.

310 Colchester St Nicholas

St Nicholas House, High Street,

Colchester, CO1 1DN

K/S Colchester

755 Welwyn Garden City

Unit 16, Howard Centre, Welwyn

Garden City, Herts AL8 6ES

LS Howard Centre Welwyn

Limited

773 Edinburgh Princess St.

88 Princes Street, Edinburgh EH2

2ER

Total Pension Fund Trustee

UK Ltd

776 Camberley

Unit 5, Obelisk Way, Camberley,

Surrey GU15 3SG

The Main Square Camberley

Unit Trust, c/o The Mall

Corporation Ltd

781 Guildford

35-39 North Street, Guildford GU1

4TE

SWIPPT c/o Scottish

Widows Investment

Partnership

788 Barnstaple

14 Green Lane Centre, Barnstaple,

Devon EX31 1UH

CTL & FTL as Trust for

Green Lane Unit Trust

792 Leicester Fosse Park

Unit 11, Fosse Park Centre, Fosse

Park Avenue, Leicester LE3 2HX

FP North Ltd

793 Gateshead Metro

Unit 5, Metro Centre Retail Park,

Gateshead NE11 9WU

The Metro Centre

Partnership

805 Cwmbran

7 The Mall, Cwmbran, Gwent NP44

1PX

Prudential Assurance

Company Limited

819 Slough

734 Bath Road Retail Park, Slough

SL1 7QB

The Crown Estate

825 Gillingham

Unit 4, Hempstead Valley Centre,

Gillingham, Kent ME7 3PT

Hempstead Valley Shopping

Centre Trust

830 Solihull

Unit 4, Sears Retail Park,

Oakenshaw Road, Shirley, Solihull

B90 4QY

F & C Commercial Property

Trust Limited c/o F & C

Property Asset Management

Plc

832 Lisburn Sprucefield

Unit C, Sprucefield Retail Park,

Lisburn, Co. Antrim, N. Ireland

BT27 5UJ

Whelan PC Ltd

834 Northampton Riverside

11-15 Fairground Way, Riverside

Retail Park, Northampton NN3 9HU

Ropemaker Properties Ltd

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

835 Swindon Greenbridge

Unit 11, Greenbridge Retail Park,

Drakeway, Swindon SN3 3SA

Prudential Assurance

Company Limited

836 Aberdeen Berryden

Unit 3, Berryden Retail Park,

Berryden Road, Aberdeen AB25

3SA

Clerical Medical Investment

Group Ltd

837 Edinburgh Hermiston

Unit 8, Hermiston Gait Retail Park,

27 Cutlins Road, Edinburgh EH11

4DF

Clerical Medical Investment

Group Ltd

864 Stockton

Unit 7b, Teesside Retail Park,

Stockton TS17 7BW

Stockton Retail Park Ltd c/o

British Land Co plc

869 East Kilbride

Unit 1, Kingsgate Retail Park, East

Kilbride G74 4UN

CGNU Life Assurance

Limited

872 Hamilton Retail Park

Unit 2, Hamilton Retail Park,

Hamilton ML3 0DS

Brookhouse Group Limited

873 Dudley Merry Hill

Unit 5, Merry Hill Centre, Pedmore

Road, Dudley DY5 1SY

MH (No.1) Limited

Partnership

875 Portadown

Units 7 & 8, Meadow Centre,

Portadown BT62 3TN

Tesco Stores Ltd

888 Aylesbury

Unit 3, Vale Retail Park, Vale Park

Drive, Aylesbury HP20 1DH

GM Investment Trustees Ltd

and GM (UK) Pension

Trustees Limited

896 Newry Merchants Quay

35-36 Merchants Quay, Off

Creamery Road, Newry BT35 8HF

Goss Caravans

897

Edinburgh Cameron

Toll

Unit 1, Cameron Toll, Edinburgh

EH16 5PD

Cameron Toll Sarl

900 Parkhead Forge (S.D.)

Unit 10, 41 Biggar Street, Parkhead

Forge, Parkhead, Glasgow G31

4BH

The Forge Retail Park Unit

Trust

905 Wigan Robin Park

Unit 7, Robin Park Retail Park,

Robin Park Road, Wigan WN5 0UY

Scottish Amicable Life

Assurance Society

906 Edinburgh Kinnaird

Unit R7, Kinnaird Retail Park,

Edinburgh EH15 3RD

Gibraltar General Parnter

Ltd

907 Edinburgh Craigleith

Unit 2, Craigleith Retail Park, South

Groat Hill Avenue, Edinburgh EH4

2LN

Henderson UK Retail

Warehouse Fund

908 Glasgow Great Western

Unit 8, Great Western Retail Park,

Allardice Road, Glasgow G15 6RX

Great Western Unit Trust

914 Hastings

Unit 30 Kings Walk, Priory

Meadow, Hastings TN34 1PH

Priory Meadow (Hastings)

Ltd

915 Belfast Connswater

Unit 4, Connswater Retail Park,

Connswater, Belfast BT5 5AA

Killultagh Estates Limited

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

917 Kirkcaldy Fife Central

Unit 8, Fife Central Retail Park,

Chapel Level, Kirkcaldy KY2 6QN

Hammerson Property

Limited, c/o Workman LLP

918 Doncaster Centurion

Unit 2, Centurion Retail Park, York

Road, Doncaster DN5 9TP

Ambassador Holdings Ltd

920 Stevenage

Unit 8, The Forum, Stevenage SG1

1EH

Unilever Pension Fund

Trustees Ltd

924 Oldbury

2 Oldbury Green Park, Round

Greens Road, Oldbury, West

Midlands B69 1DD

BNPSSCB & BNPSSTC

Trustees For Blackrock UK

Prop Fund

926 Airdrie Retail Park

Unit 2, Airdrie Retail Park, Gartlea

Road, Airdrie ML6 9JB

Morley Pooled Pensions

928 Newport Retail Park

Unit 11, Newport Retail Park,

Newport, Gwent NP9 0QQ

Stadium (Newport) Ltd

931 Wrexham Plas Coch Rd

Unit C, Plas Choch Road,

Wrexham LL11 2BW

Diageo Pension Trust Ltd

933 Livingston Retail Park

Unit 5, Livingston Retail Park,

Livingston, EH54 6QP

Ravenside Investments

Limited

934 Kilmarnock Glencairn

Unit 4, Glencairn Retail Park,

Kilmarnock KA1 4AY

West Coast Capital

(Glencairn Park) Limited

936 Tamworth Ventura

Unit B, Ventura Retail Park,

Tamworth, Staffs B78 3HB

Trustees of the Estate of J.B

Aucott

941 Leeds Colton

Unit 3, Colton Retail Park, Leeds

LS15 9JB

Royal London Long Term

Fund

943 Caerphilly

Unit 18, Castle Court Shopping

Centre, Caerphilly, South Wales

CF8 1NU

Scottish Widows Unit Funds

Limited

945 Eastbourne Crumbles

Unit 4b, The Crumbles Retail Park,

Eastbourne BN23 6SH

Prudential Assurance

Company Limited

947 Haverford West

22 Bridge Street, Haverford West,

SA61 2AD

Common & Garden

Properties Ltd

950 Rhyl

32/34 High Street, Rhyl, North

Wales LL18 1ET

Robin Greenway & Co

952 Chesterfield

Unit 4, Ravenside Retail Park, Park

Road, Chesterfield S40 1TB

Ravenside Investments

Limited

953 Coventry Central Six

Unit 12, Central Six Retail Park,

Warwick Road, Coventry CV3 6TA

Standard Life Assurance

Company

957 Hartlepool Anchor

Unit 2, Anchor Retail Park, Marina

Way, Hartlepool TS24 0XR

Canada Life Assurance

Company

959 Nottingham Riverside

Unit D, Riverside Retail Park,

Nottingham NG2 1RV

BNPSSCB & BNPSSTC

Trustees For Blackrock UK

Prop Fund

STORE LOCATION STORE ADDRESS DIRECT LANDLORD

964 Sheffield Drakehouse

Unit 10, Drakehouse Retail Park,

Drakehouse Way, Sheffield S20

7JJ

Hammerson UK Properties

Plc

965 Coleraine Riverside

Unit 8, Riverside Regional Centre,

Dunhill Road, Coleraine BT51 3NA

Kelvin Properties Limited

966 Durham Arnison

Unit D, Arnison Retail Park, Abbey

Row, Pity-Me, Durham DH1 5GD

Electricity Supply Nominees

Limited

969 Brighton Goldstone

1 The Goldstone Retail Park, Old

Shoreham Rd, Hove, E. Sussex

BN1 5DD

SWIP Property Fund

977 Carmarthen

Unit 18 Greyfriars Shopping

Centre, Carmarthen SA31 1AA

Zurich Assurance Plc

5016 Rhyl 28/34 High Street, Rhyl

Trustees of Slenderbrook

Retirement Fund

540 Belfast (Rangers)

Unit 1, Castle Lane, Belfast BT1

4DA

Castlestone Ltd

787 Bracknell

40 Princess Square, Bracknell,

Berkshire RG12 1LS

Bracknell General Partner

Limited

ANNEX 6: OUTCOME STATEMENTS

PART A

JJB

Net Book Value CV

dministration Liquidation

£000 £000 £000 £000

Assets subject to fixed charge

552,934 - 207,855 206,475

Less: costs of realisation - (4,769) (4,603)

Available to fixed charge holder - 203,086 201,872

Assets subject to floating charge

116,497 7,356 18,466 10,088

Less: costs of realisation - (2,770) (1,513)

Less: preferential creditors - (432) (432)

Net available for prescribed part 7,356 15,264 8,143

Less: estimated prescribed part - (600) (600)

Available to floating charge holder 7,356 14,664 7,543

Available under fixed and floating charge 7,356 217,750 209,415

Amounts owed to chargeholders (214,516) - (214,516) (214,516)

Surplus/(Deficit) to chargeholders

7,356 3,234 (5,102)

Available to unsecured creditors - 3,834 600

Available to closed store landlords 7,356 - -

Amounts owed to unsecured creditors (474,337) - (373,491) (474,337)

Amounts owed to closed store landlords in CVA (55,528) - -

Dividend for closed store landlords (p in £)

13.2 1.0 0.1

Dividend for other unsecured creditors (p in £)

100.0 1.0 0.1

Dividend for members (p in £)

100 - -

Note: Fixed charge assets and liabilities include the loan note deposit of £168,117,000.

PART B

BLANE

Assets subject to fixed charge

5,852 - 90 90

Less: costs of realisation - (11) (11)

Available to fixed charge holder - 79 79

Assets subject to floating charge

171,024 2,644 7,457 3,238

Less: costs of realisation 0 (1,118) (486)

Less: preferential creditors 0 (87) (87)

Net available for prescribed part 2,644 6,252 2,665

Less: estimated prescribed part - (600) (536)

Available to floating charge holder 2,644 5,652 2,129

Available under fixed and floating charge 2,644 5,731 2,208

Amounts owed to chargeholders - - - (5,102)

Surplus/(Deficit) to chargeholders

2,644 5,731 (2,894)

Available to unsecured creditors

6,331 536

Available to closed store landlords 2,644 - -

Amounts owed to unsecured creditors (88,906)

(57,184) (88,906)

Amounts owed to closed store landlords in CVA (19,956) - -

Dividend for closed store landlords (p in £)

13.2 11.1 0.6

Dividend for other unsecured creditors (p in £)

100.0 11.1 0.6

Dividend for members (p in £)

100.0 - -

Note: £148,772,000 of the floating charge assets at Net Book Value relate to amounts due from JJB.

ANNEX 7: CLOSED PREMISES LANDLORD ASSUMPTIONS

Following advice from King Sturge LLP, the Directors propose that Landlord claims should be made

up of six elements:

1. Rent and service charge arrears (these should be nil as rent has been paid in advance on

the due dates); plus

2. Rent and service charge amounts to the earliest possible Closed Premises Lease expiry

date. Note: English landlords will receive more rent than Scottish and Northern Irish

landlords due to a later New Quarter Day. Claims in respect of Total Closed Premises Rent

and the Mitigation Amount will be amended to include the later Next Quarter Day; plus

3. Dilapidations costs to be incurred in respect of the Closed Premises on the following basis:

- premises less than 5,000 square feet dilapidations calculated at £20 per square foot

- premises between 5,000 and 10,000 square feet dilapidations calculated at £15 per

square foot

- premises greater than 10,000 square feet dilapidations calculated at £10 per square

foot; less

4. A mitigation amount representing the potential for Closed Premises Landlords to re-let the

Closed Premises. The mitigation amount will be calculated on the basis that it will take two

years to re-let the Closed Premises, followed by an incentive being offered by the Closed

Premises Landlord equal to a two year rent free period. It will be assumed that 75% of

current rent is achieved following the rent free incentive and two year period vacant period;

less

5. A mitigation amount equal to any rent and service charge receivable from any Sub-Tenant

for the period of the sub tenancy; less

6. A mitigation amount being the aggregate results of elements 1 to 5 discounted to net

present value at a rate of 5% (five per cent) to take into account the benefit of receiving

monies now rather than waiting for payments to be received in the future.

ANNEX 8: CVA SUPERVISORS AND ADDRESS FOR NOTICES

PART A

JJB CVA SUPERVISORS

CVA Supervisor

Address for Notices

Richard Dixon Fleming

Brian Green

KPMG LLP

St James' Square

Manchester

M2 6DS

PART B

BLANE CVA SUPERVISORS

CVA Supervisor

Address for Notices

Richard Dixon Fleming

Brian Green

KPMG LLP

St James' Square

Manchester

M2 6DS

Blair Carnegie Nimmo

KPMG LLP

191 West George Street

Glasgow

G2 2LG

PART C

ADDRESS FOR NOTICES

Company

Address for Notices

JJB Challenge Way

Martland Park

Wigan

Lancashire

WN5 0LD

Blane 56/58 Argyle Street

Glasgow

Lanarkshire

G2 8AF

ANNEX 9: LIST OF GUARANTEES

PART A

JJB GUARANTEES

OSC Parent Guarantees

Location Landlord

Lease end

date

Statutory entity holding

lease

NORTHAMPTON OSC F3 Ltd 28/09/2011

Original Shoe Company

Limited

TORQUAY OSC

Davies Holdings

Ltd

24/08/2011

Original Shoe Company

Limited

WAKEFIELD OSC Storey group Ltd 24/03/2011

Original Shoe Company

Limited

GATESHEAD GALLERIA

OSC

Coal Street

Consortium

24/03/2011

Original Shoe Company

Limited

SCUNTHORPE OSC

Coal Street

Consortium

28/09/2018

Original Shoe Company

Limited

Dundalk Retail

Finnabair Estates

Ltd

07/03/2030

Sports Division (Eireann)

Limited

Secured Creditors Guarantees

Parties Description Beneficiary Date

JJB, Blane, Qube, OSC. Sports Division Limited,

JJB Card Services Limited, SSL Retail Limited

Note: Connected Creditors

Guarantee &

Debenture

Kaupthing 26/09/2008

JJB, Blane, Qube, OSC. Sports Division Limited,

JJB Card Services Limited, SSL Retail Limited

Note: Connected Creditors

Guarantee &

Debenture

BoS 26/09/2008

JJB, Blane, Qube, OSC. Sports Division Limited,

JJB Card Services Limited, SSL Retail Limited

Note: Connected Creditors

Guarantee &

Debenture

Barclays 26/09/2008

100

PART B

BLANE GUARANTEES

Lease Guarantees

None

Secured Creditors Guarantees

Parties Description Beneficiary Date

JJB, Blane, Qube, OSC. Sports Division Limited,

JJB Card Services Limited, SSL Retail Limited

Note: Connected Parties

Guarantee &

Debenture

Kaupthing 26/09/2008

JJB, Blane, Qube, OSC. Sports Division Limited,

JJB Card Services Limited, SSL Retail Limited

Note: Connected Parties

Guarantee &

Debenture

BoS 26/09/2008

JJB, Blane, Qube, OSC. Sports Division Limited,

JJB Card Services Limited, SSL Retail Limited

Note: Connected Parties

Guarantee &

Debenture

Barclays 26/09/2008

Miscellaneous Guarantees

Parties Description Beneficiary Date

JJB, Arqiva Limited, Golf TV Limited

Contract

Arqiva

Limited

10/10/2006

101

ANNEX 10: AVERAGE KPMG CHARGE OUT RATES

The time charged to the CVAs is by reference to the time properly given by the CVA Supervisors

and their staff in attending to matters arising.

It is the CVA Supervisors’ policy to delegate tasks in the CVAs to appropriate members of staff

considering their levels of experience and any requisite specialism, supervised accordingly, so as to

maximise the cost effectiveness of the work performed. Matters of particular complexity or

significance requiring more exceptional responsibility are dealt with by senior staff or the CVA

Supervisors themselves. Work carried out by all staff is subject to the overall supervision of the CVA

Supervisors.

In addition to the CVA Supervisors’ restructuring staff, the CVA Supervisors may, on occasion,

utilise the services of specialist departments within the CVA Supervisors’ firm, such as tax. Those

departments will charge hours when the CVA Supervisors require their advice.

All time spent by staff working directly on case-related matters is charged to a time code

established for the case. Each member of staff has a specific hourly rate, which is subject to

change over time. The average hourly rate for each category of staff over the period is shown below.

Level Hourly rate

Partner 640

Director 560

Senior Manager 460

Manager 360

Assistant Manager 260

Assistant 200

Support 105

The scale rates used by the CVA Supervisors may periodically rise over the period of the CVAs.

102

ANNEX 11: LIST OF SECURITY

PART A

SECURITY GRANTED BY THE COMPANIES IN FAVOUR OF THE LENDERS

NO GROUP

COMPANY

DATE

CREATED

SECURITY

DOCUMENT

PERSON(S)

ENTITLED

SECURED

LIABILITIES

CHARGES

1 JJB 26

September

2008

Guarantee

and

Debenture

Bank of

Scotland PLC

All monies due or

to become due

from the

Chargors to the

Chargee on any

account

whatsoever

Fixed and floating

charge over the

undertaking and

all property and

assets present

and future,

including

goodwill, book

debts, uncalled

capital, buildings,

fixtures, fixed

plant and

machinery

2 JJB 26

September

2008

Guarantee

and

Debenture

Barclays Bank

PLC

All monies due or

to become due

from the

Company to the

Chargee on any

account

whatsoever

Fixed and floating

charge over the

undertaking and

all property and

assets present

and future,

including

goodwill, book

debts, uncalled

capital, buildings,

fixtures, fixed

plant and

machinery

103

NO GROUP

COMPANY

DATE

CREATED

SECURITY

DOCUMENT

PERSON(S)

ENTITLED

SECURED

LIABILITIES

CHARGES

3 JJB 6 October

2008

Guarantee

and

Debenture

Kaupthing

Singer &

Friedlander

Limited

All monies due or

to become due

from the

Company to the

Chargee on any

account

whatsoever

Fixed and floating

charge over the

undertaking and

all property and

assets present

and future,

including

goodwill, book

debts, uncalled

capital, buildings,

fixtures, fixed

plant and

machinery

4 JJB 17

December

2008

Account

Charge

Barclays Bank

PLC as agent

and trustee for

itself and Bank

of Scotland

PLC and

Kaupthing

Singer &

Friedlander

Limited

All monies due or

to become due

from the

Company to the

Secured Parties

on any account

whatsoever

All of the

Chargor's rights,

title and interest

from time to time

in and to each

Charged Asset

(as defined in the

Security

Document)

5 Blane 26

September

2008

Guarantee

and

Debenture

Bank of

Scotland PLC

All sums due or

to become due

Guarantee and

Debenture

including legal

mortgage and

fixed charge over

all land, fixed

charges and

floating charge

over all assets

not effectively

charged by the

Guarantee and

Debenture

104

NO GROUP

COMPANY

DATE

CREATED

SECURITY

DOCUMENT

PERSON(S)

ENTITLED

SECURED

LIABILITIES

CHARGES

6 Blane 26

September

2008

Guarantee

and

Debenture

Barclays Bank

PLC

All sums due or

to become due

Fixed and floating

charge over the

undertaking and

all property and

assets present

and future,

including

goodwill, book

debts, uncalled

capital, buildings,

fixtures, fixed

plant and

machinery

7 Blane 6 October

2008

Bond and

floating

charge

Bank of

Scotland PLC

All sums due or

to become due

Undertaking and

all property and

assets present

and future,

including

uncalled capital

8 Blane 6 October

2008

Bond and

floating

charge

Barclays Bank

PLC

All sums due or

to become due

Undertaking and

all property and

assets present

and future,

including

uncalled capital

9 Blane 6 October

2008

Bond and

floating

charge

Kaupthing

Singer &

Friedlander

Limited

All sums due or

to become due

Undertaking and

all property and

assets present

and future,

including

uncalled capital

10 Blane 17

December

2008

Account

Charge

Barclays Bank

PLC

All sums due or

to become due

The Chargor's

right, title and

interest in and to

the Charged

Asset (the

Deposit and

Account) (as

defined)

105

PART B

OTHER SECURITY GRANTED BY THE COMPANIES

NO GROUP

COMPANY

DATE

CREATED

SECURITY

DOCUMENT

PERSON(S)

ENTITLED

SECURED

LIABILITIES

CHARGES

1 JJB 26 February

2001

Mortgage of

Bank

Account

Thomas Blane

Hunter and

James Cairns

McMahon as

partners in the

firm of

Westcoast

Capital

All moneys,

obligations and

liabilities due or

to become due

from the

Company to the

Chargee under

the Loan Note

Instrument in

respect of the

Mortgage Notes

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document)

2 JJB 26 February

2001

Mortgage of

Bank

Account

Thomas Blane

Hunter and

James Cairns

McMahon as

partners in the

firm of

Westcoast

Capital

All moneys,

obligations and

liabilities due or

to become due

from the

Company to the

Chargee under

the Loan Note

Instrument in

respect of the

Mortgage Notes

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document)

3 JJB 26 February

2001

Mortgage of

Bank

Account

Thomas Blane

Hunter and

James Cairns

McMahon as

partners in the

firm of

Westcoast

Capital

All moneys,

obligations and

liabilities due or

to become due

from the

Company to the

Chargee under

the Loan Note

Instrument in

respect of the

Mortgage Notes

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document)

106

NO GROUP

COMPANY

DATE

CREATED

SECURITY

DOCUMENT

PERSON(S)

ENTITLED

SECURED

LIABILITIES

CHARGES

4 JJB 26 February

2001

Mortgage of

Bank

Account

Thomas Blane

Hunter and

Robert

McDougall

Glennie as

trustees of the

TB Hunter trust

for children

All moneys,

obligations and

liabilities due or

to become due

from the

Company to the

Chargee under

the Loan Note

Instrument in

respect of the

Mortgage Notes

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document)

5 JJB 26 February

2001

Mortgage of

Bank

Account

Thomas Blane

Hunter, Marion

Agnes Hunter

and Robert

McDougall

Glennie as

trustees of the

TB Hunter's

[sic] charitable

trust

All moneys,

obligations and

liabilities due or

to become due

from the

Company to the

Chargee under

the Loan Note

Instrument in

respect of the

Mortgage Notes

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document)

6 JJB 26 February

2001

Mortgage of

Bank

Account

Thomas Blane

Hunter

All moneys,

obligations and

liabilities due or

to become due

from the

Company to the

Chargee under

the Loan Note

Instrument in

respect of the

Mortgage Notes

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document)

7 JJB 26 February

2001

Mortgage of

Bank

Account

Thomas Blane

Hunter

All moneys,

obligations and

liabilities due or

to become due

from the

Company to the

Chargee under

the Loan Note

Instrument in

respect of the

Mortgage Notes

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document)

107

NO GROUP

COMPANY

DATE

CREATED

SECURITY

DOCUMENT

PERSON(S)

ENTITLED

SECURED

LIABILITIES

CHARGES

8 JJB 13 June

2005

Mortgage of

Bank

Account as

amended by

Supplement

al Deed

Thomas Blane

Hunter

All monies due or

to become due

from the

Company to the

Chargee under

the terms of the

aforementioned

instrument

creating or

evidencing the

charge

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document), the

account

numbered

611046 and

agreement dated

26 February 2001

9 JJB 13 June

2005

Mortgage of

Bank

Account as

amended by

Supplement

al Deed

Thomas Blane

Hunter

All monies due or

to become due

from the

Company to the

Chargee under

the terms of the

aforementioned

instrument

creating or

evidencing the

charge

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document), the

account

numbered

611038 and

agreement dated

26 February 2001

10 JJB 13 June

2005

Mortgage of

Bank

Account as

amended by

Supplement

al Deed

Thomas Blane

Hunter and

James Cairns

McMahon as

partners in the

firm of

Westcoast

Capital

All monies due or

to become due

from the

Company to the

Chargee under

the terms of the

aforementioned

instrument

creating or

evidencing the

charge

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document), the

account

numbered

611020 and

agreement dated

26 February 2001

108

NO GROUP

COMPANY

DATE

CREATED

SECURITY

DOCUMENT

PERSON(S)

ENTITLED

SECURED

LIABILITIES

CHARGES

11 JJB 13 June

2005

Mortgage of

Bank

Account as

amended by

Supplement

al Deed

Thomas Blane

Hunter and

James Cairns

McMahon as

partners in the

firm of

Westcoast

Capital

All monies due or

to become due

from the

Company to the

Chargee under

the terms of the

aforementioned

instrument

creating or

evidencing the

charge

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document), the

account

numbered

611053 and

agreement dated

26 February 2001

12 JJB 13 June

2005

Mortgage of

Bank

Account as

amended by

Supplement

al Deed

Thomas Blane

Hunter and

James Cairns

McMahon as

partners in the

firm of

Westcoast

Capital

All monies due or

to become due

from the

Company to the

Chargee under

the terms of the

aforementioned

instrument

creating or

evidencing the

charge

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document), the

account

numbered

611061 and

agreement dated

26 February 2001

13 JJB 13 June

2005

Mortgage of

Bank

Account as

amended by

Supplement

al Deed

Thomas Blane

Hunter, James

Cairns

McMahon and

Robert

McDougall

Glennie as

trustees of the

TB Hunter trust

for children

All monies due or

to become due

from the

Company to the

Chargee under

the terms of the

aforementioned

instrument

creating or

evidencing the

charge

All its right, title

and interest in

and to the

Deposit (as

defined in the

Security

Document), the

account

numbered

611079 and

agreement dated

26 February 2001

109

ANNEX 12: NOTICE OF MEETINGS

PART A

FORM OF NOTICE OF CREDITORS' MEETING AND MEMBERS' MEETING FOR JJB

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF THE INSOLVENCY ACT 1986

AND

IN THE MATTER OF JJB SPORTS PLC (the "Company")

NOTICE OF CREDITORS' MEETING AND MEMBERS' MEETING PURSUANT TO SECTION 3

OF THE INSOLVENCY ACT 1986

This is notice that a meeting of creditors of the Company is to be held at:

Royal Horticultural Halls and Conference Centre, 80 Vincent Square, London SW1P 2PE at 11.00

a.m. on 27 April 2009.

This is notice that a meeting of members of the Company is to be held at the address above at

11.00 a.m. on 29 April 2009.

These meetings are being summoned pursuant to section 3 of the Insolvency Act 1986, for the

purposes of considering the proposals of the directors of the Company for company voluntary

arrangements under Part I of the Insolvency Act 1986 and voting on the following resolutions:

(a) (in the case of the meeting of creditors) that the proposed company voluntary arrangements

be approved; and

(b) (in the case of the meeting of members) that the proposed company voluntary

arrangements be approved.

For creditors only

In order to expedite the procedure for voting at the creditors' meeting, please complete and execute

a Voting & Notice of Claim and return it by post to KPMG LLP, St James' Square, Manchester M2

6DS or by fax to +44 (0) 161 246 4040, in both cases marked for the attention of Brian Green by no

later than 11.00 am on 24 April 2009. However, persons wishing to vote at the meeting may instead

bring their Voting & Notice of Claim with them to the meeting.

For creditors and members

If you cannot attend the relevant meeting and wish to be represented, please complete as

appropriate:

(a) the red Proxy Form in respect of the creditors' meeting and return it by post to KPMG LLP,

St James' Square, Manchester M2 6DS or by fax to +44 (0) 161 246 4040, in both cases

marked for the attention of Brian Green by no later than 11.00 a.m. on 24 April 2009; and/or

110

(b) the green Proxy Form in respect of the members' meeting and return it to Capita Registrars,

Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no

later than 11.00 a.m. on 27 April 2009.

However, persons wishing to vote at the meeting(s) may instead bring the appropriate completed

proxy to the relevant meeting.

Dated: 6 April 2009

----------------------------------------------------------------------------------------------------------------

Brian Green

Joint Nominee

Notes

(a) The proposal, Proxy Forms and a Voting & Notice of Claim accompany this notice of meetings.

The Proxy Forms and the Voting & Notice of Claim contain details of how to complete them.

(b) The Proposal of the Joint Nominee in this matter has been lodged with the Chancery Division of

the High Court.

members of the content of the proposal for the company voluntary arrangement. Nothing in the

proposal should be relied upon for any other purpose.

(d) Members' meeting: Any resolution is regarded as passed if voted for by more than one half in

value of the members present in person or by proxy and voting on the resolution. The value of

the members is determined by reference to the number of votes conferred on each member by

the Company's articles.

(e) Creditors' meeting: Creditors should note Rule 1.19 of the Insolvency Rules 1986, which

among other provisions of the Insolvency Act 1986 and the Insolvency Rules 1986, provides as

follows:

1.19(1) [Three-quarters majority] Subject as follows, at the creditors' meeting for any

resolution to pass approving any proposal or modification there must be a majority in excess of

three-quarters in value of the creditors present in person or by proxy and voting on the

resolution.

1.19(2) [One-half majority] The same applies in respect of any other resolution proposed at

the meeting, but substituting one-half for three-quarters.

1.19(3) [Votes to be left out of account] In the following cases there is to be left out of

account a creditor's vote in respect of any claim or part of a claim:

(a) where written notice of the claim was not given, either at the meeting or before it, to the

chairman or convener of the meeting;

(b) where the claim or part is secured;

exchange or promissory note, unless the creditor is willing:

(i) to treat the liability to him on the bill or note of every person who is liable on it

antecedently to the company, and against whom a bankruptcy order has not been

made (or in the case of a company, which has not gone into liquidation), as a security in

his hands; and

(ii) to estimate the value of the security and (for the purpose of entitlement to vote, but not

of any distribution under the arrangement) to deduct it from his claim.

1.19(4) [Voting rendering resolution invalid] Any resolution is invalid if those voting against it

include more than half in value of the creditors, counting in these latter only those:

(a) to whom notice of the meeting was sent;

(b) whose votes are not to be left out of account under paragraph (3); and

1.19(5) [Chairman's powers] It is for the chairman of the meeting to decide whether under

this Rule:

(a) a vote is to be left out of account in accordance with paragraph (3); or

(b) a person is a connected person for the purposes of paragraph (4)(c);

111

and in relation to the second of these two cases the chairman is entitled to rely on the

information provided by the company's statement of affairs or otherwise in accordance with this

Part of the Rules.

1.19(6) [Use of proxy contrary to r.1.15] If the chairman uses a proxy contrary to Rule 1.15,

his vote with that proxy does not count towards any majority under this Rule.

1.19(7) [Appeal from chairman's decision] The chairman's decision on any matter under this

Rule is subject to appeal to the court by any creditor or member and paragraphs (5) to (7) of

Rule 1.17A apply as regards such an appeal.

112

PART B

FORM OF NOTICE OF CREDITORS' MEETING AND MEMBERS' MEETING FOR BLANE

IN THE COURT OF SESSION

IN THE MATTER OF THE INSOLVENCY ACT 1986

AND

IN THE MATTER OF BLANE LEISURE LIMITED (the "Company")

NOTICE OF CREDITORS' MEETING AND MEMBERS' MEETING PURSUANT TO SECTION 3

OF THE INSOLVENCY ACT 1986

This is notice that a meeting of creditors of the Company is to be held at:

Royal Horticultural Halls and Conference Centre, 80 Vincent Square, London SW1P 2PE at 11.00

a.m. on 27 April 2009.

This is notice that a meeting of members of the Company is to be held at the address above at

11.00 a.m. on 29 April 2009.

These meetings are being summoned pursuant to section 3 of the Insolvency Act 1986, for the

purposes of considering the proposals of the directors of the Company for company voluntary

arrangements under Part I of the Insolvency Act 1986 and voting on the following resolutions:

(a) (in the case of the meeting of creditors) that the proposed company voluntary arrangements

be approved; and

(b) (in the case of the meeting of members) that the proposed company voluntary

arrangements be approved.

For creditors only

In order to expedite the procedure for voting at the creditors' meeting, please complete and execute

a Voting & Notice of Claim and return it by post to KPMG LLP, St James' Square, Manchester M2

6DS or by fax to +44 (0) 161 246 4040 in both cases marked for the attention of Brian Green by no

later than 11.00 a.m. on 24 April 2009. However, persons wishing to vote at the meeting may

instead bring their Voting & Notice of Claim with them to the meeting.

For creditors and members

If you cannot attend the relevant meeting and wish to be represented, please complete as

appropriate:

(a) the yellow Proxy Form in respect of the creditors' meeting and return it by post to KPMG

LLP, St James' Square, Manchester M2 6DS or by fax to +44 (0) 161 246 4040, in both

cases marked for the attention of Brian Green by no later than 11.00 a.m. on 24 April 2009;

and/or

(b) the pink Proxy Form in respect of the members' meeting and return it by post to KPMG LLP,

St James' Square, Manchester M2 6DS or by fax to +44 (0) 161 246 4040, in both cases

marked for the attention of Brian Green by no later than 11.00 a.m. on 27 April 2009.

However, persons wishing to vote at the meeting(s) may instead bring the appropriate completed

proxy to the relevant meeting.

Dated: 6 April 2009

113

----------------------------------------------------------------------------------------------------------------

Brian Green

Joint Nominee

Notes

(a) The proposal, Proxy Forms and a Voting & Notice of Claim accompany this notice of meetings.

The Proxy Forms and the Voting & Notice of Claim contain details of how to complete them.

(b) The Proposal of the Joint Nominee in this matter has been lodged with the Court of Session.

members of the content of the proposal for the company voluntary arrangement. Nothing in the

proposal should be relied upon for any other purpose.

(d) Members' meeting: Any resolution is regarded as passed if voted for by more than one half in

value of the members present in person or by proxy and voting on the resolution. The value of

the members is determined by reference to the number of votes conferred on each member by

the Company's articles.

(e) Creditors' meeting: Creditors should note the following provisions of the Insolvency (Scotland)

Rules 1986:

7.9 (applying Rules 4.15 and 4.16) [Submission of claim to vote] A creditor, in order to have

his right to vote at the meeting accepted, must submit his claim to the nominee at or before the

meeting. A creditor must also submit his claim by producing to the nominee a notice of claim in

the form required by Part B of Annex 14 and an account or voucher or written evidence

(according to the nature of the debt claimed) which constitutes prima facie evidence of the debt.

7.12(2) [Three-quarters majority] In a voluntary arrangement, at a creditors' meeting for any

resolution to pass approving any proposal or modification, there must be at least three-quarters

in value of the creditors present or represented and voting, in person or by proxy, in favour of

the resolution.

7.12(1) [One-half majority] Subject to any contrary provision in the Insolvency Act 1986 or

the Insolvency (Scotland) Rules 1986, at any meeting of creditors, contributories or members of

a company, a resolution is passed when a majority in value of those voting, in person or by

proxy, have voted in favour of it.

1.15(B)(1) to (4) [Chairman's powers]:

1.15(B)(1) Subject as follows, at any creditors' meeting the chairman shall ascertain the

entitlement of persons wishing to vote and shall admit or reject their claims accordingly.

1.15(B)(2) The chairman may admit or reject a claim in whole or in part.

1.15(B)(3) The chairman's decision on any matter under this Rule or under paragraph (3) of

Rule 1.15A of the Insolvency (Scotland) Rules 1986 is subject to appeal to the court by any

creditor or member of the company.

1.15(B)(4) If the chairman is in doubt whether a claim should be admitted or rejected, he shall

mark it as objected to and allow votes to be cast in respect of it, subject to such votes being

subsequently declared invalid if the objection to the claim is sustained.

1.15(B)(5) and (6) [Appeal from chairman's decision]

1.15(B)(5) If on an appeal the chairman's decision is reversed or varied, or votes are declared

invalid, the court may order another meeting to be summoned, or make such order as it thinks

just.

The court's power to make an order under this paragraph is exercisable only if it considers that

the circumstances giving rise to the appeal give rise to unfair prejudice or material irregularity.

1.15(B) (6) An application to the court by way of appeal against the chairman's decision shall

not be made after the end of the period of 28 days beginning with the first day on which the

report required by section 4(6) of the Insolvency Act 1986 has been made to the court.

114

ANNEX 13: FORMS OF PROXY

Rule 8.1 Form 8.1

Notes to help completion of the form

The Insolvency Act 1986

Proxy (company voluntary arrangement)

In the matter of JJB Sports plc

and

in the matter of the Insolvency Act 1986

Please give full name and address for

communication

Name of member_________________________________________________

Address________________________________________________________

_______________________________________________________________

Please insert name of person (who

must be 18 or over) or “chairman of

the meeting”. If you wish to provide

for alternative proxy-holders in the

circumstances that your first choice is

unable to attend please state the names

of the alternatives as well

If you appoint the chairman of the

meeting to be your proxy, you must

specifically direct the chairman to vote

either for the approval, or for the

rejection of, the resolutions. If the

chairman is appointed as proxy, but is

not given specific directions on how to

vote, that vote will be invalid

Name of proxy-holder

1______________________________________________________________

2______________________________________________________________

3______________________________________________________________

Please delete words in brackets if the

proxy-holder is only to vote as directed

i.e. he has no discretion

I appoint the above person to be my/the member’s proxy-holder at the meeting of

members to be held on 29 April 2009 at 11.00 a.m., or at any adjournment of that

meeting. The proxy-holder is to propose or vote as instructed below (and in respect of

any resolution for which no specific instruction is given, may vote or abstain at his/her

discretion).

*Please delete as appropriate

Voting instructions for resolutions:

1 For the acceptance/rejection* of the proposed voluntary arrangement [with the

following modification(s)]:

_______________________________________________________________

This form must be signed

Signature _____________________________ Dated __________________

Name in CAPITAL LETTERS ____________________________________

Only to be completed if the member

has not signed in person

Position with member or relationship to member or other authority for signature

115

Rule 8.1 Form 8.1

Notes to help completion of the form

The Insolvency Act 1986

Proxy (company voluntary arrangement)

In the matter of JJB Sports plc

and

in the matter of the Insolvency Act 1986

Please give full name and address for

communication

Name of creditor________________________________________________

Address_______________________________________________________

______________________________________________________________

Please insert name of person (who must

be 18 or over) or “chairman of the

meeting”. If you wish to provide for

alternative proxy-holders in the

circumstances that your first choice is

unable to attend please state the names

of the alternatives as well

If you appoint the chairman of the

meeting to be your proxy, you must

specifically direct the chairman to vote

either for the approval, or for the

rejection of, the resolutions. If the

chairman is appointed as proxy, but is

not given specific directions on how to

vote, that vote will be invalid

Name of proxy-holder

1_____________________________________________________________

2_____________________________________________________________

3_____________________________________________________________

Please delete words in brackets if the

proxy-holder is only to vote as directed

i.e. he has no discretion

I appoint the above person to be my/the creditor’s proxy-holder at the meeting of

creditors to be held on 27 April 2009 at 11.00 a.m., or at any adjournment of that

meeting. The proxy-holder is to propose or vote as instructed below (and in respect

of any resolution for which no specific instruction is given, may vote or abstain at

his/her discretion).

*Please delete as appropriate

Voting instructions for resolutions:

1 For the acceptance/rejection* of the proposed voluntary arrangement [with the

following modification(s)]:

______________________________________________________________

This form must be signed

Signature _____________________________ Dated _________________

Name in CAPITAL LETTERS ___________________________________

Only to be completed if the creditor has

not signed in person

Position with creditor or relationship to creditor or other authority for signature

116

Rule 8.1 Form 8.1

Notes to help completion of the form

The Insolvency Act 1986

Proxy (company voluntary arrangement)

In the matter of Blane Leisure Limited

and

in the matter of the Insolvency Act 1986

Please give full name and address for

communication

Name of member_________________________________________________

Address________________________________________________________

_______________________________________________________________

Please insert name of person (who

must be 18 or over) or “chairman of

the meeting”. If you wish to provide

for alternative proxy-holders in the

circumstances that your first choice is

unable to attend please state the names

of the alternatives as well

If you appoint the chairman of the

meeting to be your proxy, you must

specifically direct the chairman to vote

either for the approval, or for the

rejection of, the resolutions. If the

chairman is appointed as proxy, but is

not given specific directions on how to

vote, that vote will be invalid

Name of proxy-holder

1______________________________________________________________

2______________________________________________________________

3______________________________________________________________

Please delete words in brackets if the

proxy-holder is only to vote as directed

i.e. he has no discretion

I appoint the above person to be my/the member’s proxy-holder at the meeting of

members to be held on 29 April 2009 at 11.00 a.m., or at any adjournment of that

meeting. The proxy-holder is to propose or vote as instructed below (and in respect of

any resolution for which no specific instruction is given, may vote or abstain at his/her

discretion).

*Please delete as appropriate

Voting instructions for resolutions:

1 For the acceptance/rejection* of the proposed voluntary arrangement [with the

following modification(s)]:

_______________________________________________________________

This form must be signed

Signature _____________________________ Dated __________________

Name in CAPITAL LETTERS ____________________________________

Only to be completed if the member

has not signed in person

Position with member or relationship to member or other authority for signature

117

Rule 8.1 Form 8.1

Notes to help completion of the form

The Insolvency Act 1986

Proxy (company voluntary arrangement)

In the matter of Blane Leisure Limited

and

in the matter of the Insolvency Act 1986

Please give full name and address for

communication

Name of creditor_________________________________________________

Address________________________________________________________

_______________________________________________________________

Please insert name of person (who

must be 18 or over) or “chairman of

the meeting”. If you wish to provide

for alternative proxy-holders in the

circumstances that your first choice is

unable to attend please state the names

of the alternatives as well

If you appoint the chairman of the

meeting to be your proxy, you must

specifically direct the chairman to vote

either for the approval, or for the

rejection of, the resolutions. If the

chairman is appointed as proxy, but is

not given specific directions on how to

vote, that vote will be invalid

Name of proxy-holder

1______________________________________________________________

2______________________________________________________________

3______________________________________________________________

Please delete words in brackets if the

proxy-holder is only to vote as directed

i.e. he has no discretion

I appoint the above person to be my/the creditor’s proxy-holder at the meeting of

creditors to be held on 27 April 2009 at 11.00 a.m., or at any adjournment of that

meeting. The proxy-holder is to propose or vote as instructed below (and in respect of

any resolution for which no specific instruction is given, may vote or abstain at his/her

discretion).

*Please delete as appropriate

Voting instructions for resolutions:

1 For the acceptance/rejection* of the proposed voluntary arrangement [with the

following modification(s)]:

_______________________________________________________________

This form must be signed

Signature _____________________________ Dated __________________

Name in CAPITAL LETTERS ____________________________________

Only to be completed if the creditor

has not signed in person

Position with creditor or relationship to creditor or other authority for signature

118

ANNEX 14: VOTING & NOTICE OF CLAIM

PART A

VOTING & NOTICE OF CLAIM: JJB SPORTS PLC

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF:

JJB Sports PLC

("the Company")

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986 (as

amended)

VOTING & NOTICE OF CLAIM

1 Name and Address of Creditor:

Contact name:

Telephone number:

Fax number:

E-mail address:

Account by which creditor identifies debtor(s):

2 Nature of debt against the Company referred to above (e.g.

goods sold/ services performed/guarantee claim etc):

3 Date(s) the debt was incurred:

Yes

4 Is any party jointly liable for the debt?

5 If so, identify the party(ies) in question and specify the nature of

the claim against each one:

119

6 Details of any documents by reference to which the claim

against the Company referred to in section 1 above can be

substantiated:

Note that the CVA Supervisors may call for any document or

evidence to substantiate the claim at their discretion

7 Total amount of claim as at 27 April 2009 in respect of the

Company:

Total amount of interest owed on the claim as at 27 April 2009

in respect of the Company:

8 If the debt is subject to VAT please provide details of the

amount of VAT payable and copy of the relevant VAT invoice

(Note: payments will not be made in respect of VAT unless a

VAT invoice has been provided to the CVA Supervisors, where

a tax point has previously arisen, evidencing the amount of the

VAT (if any)):

9 Please provide brief particulars of the security (if any), including

the value of security, and the date it was given:

10 Give details of whether the whole or any part of your claim falls

within any (and if so which) of the categories of preferential

debts under section 386 of, and schedule 6 to, the Insolvency

Act 1986 (as read with schedule 3 to the Social Security

Pensions Act 1975):

Yes

11 Have you obtained a court judgment in relation to your claim?

If so please provide particulars, including the date of the

judgment.

Yes

12 So far as you are aware, has anyone else filed a Voting &

Notice of Claim form relating to your claim?

If so, please provide particulars.

13 Signature of the Creditor or person authorised to act on their

behalf:

Name in BLOCK LETTERS:

Position in relation to the Creditor:

Date:

120

Please use a continuation sheet if necessary.

Please return this form by post to KPMG LLP, St James' Square, Manchester M2 6DS or by fax to

+44(0) 161 246 4040 in both cases marked for the attention of Brian Green.

IT IS REQUESTED THAT THIS FORM BE RETURNED BY 11.00 AM ON 24 APRIL 2009.

121

PART B

VOTING & NOTICE OF CLAIM: BLANE LEISURE LIMITED

COURT OF SESSION

IN THE MATTER OF:

Blane Leisure Limited

("the Company")

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986 (as

amended)

VOTING & NOTICE OF CLAIM

1 Name and Address of Creditor:

Contact name:

Telephone number:

Fax number:

E-mail address:

Account by which creditor identifies debtor(s):

2 Nature of debt against the Company referred to above (e.g.

goods sold/ services performed/guarantee claim etc):

3 Date(s) the debt was incurred:

Yes

4 Is any party jointly liable for the debt?

5 If so, identify the party(ies) in question and specify the nature of

the claim against each one:

6 Details of any documents by reference to which the claim

against the Company referred to in section 1 above can be

substantiated:

Note that the CVA Supervisors may call for any document or

evidence to substantiate the claim at their discretion

122

7 Total amount of claim as at 27 April 2009 in respect of the

Company:

Total amount of interest owed on the claim as at 27 April 2009

in respect of the Company:

8 If the debt is subject to VAT please provide details of the

amount of VAT payable and copy of the relevant VAT invoice

(Note: payments will not be made in respect of VAT unless a

VAT invoice has been provided to the CVA Supervisors, where

a tax point has previously arisen, evidencing the amount of the

VAT (if any)):

9 Please provide brief particulars of the security (if any), including

the value of security, and the date it was given:

10 Give details of whether the whole or any part of your claim falls

within any (and if so which) of the categories of preferential

debts under section 386 of, and schedule 6 to, the Insolvency

Act 1986 (as read with schedule 3 to the Social Security

Pensions Act 1975):

Yes

11 Have you obtained a court judgment in relation to your claim?

If so please provide particulars, including the date of the

judgment.

Yes

12 So far as you are aware, has anyone else filed a Voting &

Notice of Claim form relating to your claim?

If so, please provide particulars.

13 Signature of the Creditor or person authorised to act on their

behalf:

Name in BLOCK LETTERS:

Position in relation to the Creditor:

Date:

Please use a continuation sheet if necessary.

123

Please return this form by post to KPMG LLP, St James' Square, Manchester M2 6DS or by fax to

+44(0) 161 246 4040 in both cases marked for the attention of Brian Green.

IT IS REQUESTED THAT THIS FORM BE RETURNED BY 11.00 AM ON 24 APRIL 2009.

124

ANNEX 15: NOTICE OF IMPLEMENTATION DATE

PART A

NOTICE OF IMPLEMENTATION FOR JJB

IN THE HIGH COURT OF JUSTICE

No. [****] of 2009

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF:

JJB SPORTS PLC

(the "Company")

AND IN THE MATTER OF THE INSOLVENCY ACT 1986

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986 (as

amended by the Insolvency Act 2000)

NOTICE OF IMPLEMENTATION

TO: ALL HOLDERS OF CVA CLAIMS AGAINST THE COMPANY

[DATE]

Notice is hereby given in accordance with Clause 4.4 of Part VII of the Directors' proposal for a

Company Voluntary Arrangement in respect of the Company dated 6 April 2009 (the "Proposal")

(capitalised terms used in which shall have the same meaning in this notice) that the

Implementation Date occurred on [**] [****] 2009.

………………………………………………..

[name] on behalf of the CVA Supervisors

125

PART B

NOTICE OF IMPLEMENTATION FOR BLANE

IN THE COURT OF SESSION

No. [****] of 2009

IN THE MATTER OF:

BLANE LEISURE LIMITED

(the "Company")

AND IN THE MATTER OF THE INSOLVENCY ACT 1986

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986 (as

amended by the Insolvency Act 2000)

NOTICE OF IMPLEMENTATION

TO: ALL HOLDERS OF CVA CLAIMS AGAINST THE COMPANY

[DATE]

Notice is hereby given in accordance with Clause 4.4 of Part VII of the Directors' proposal for a

Company Voluntary Arrangement in respect of the Company dated 6 April 2009 (the "Proposal")

(capitalised terms used in which shall have the same meaning in this notice) that the

Implementation Date occurred on [**] [****] 2009.

………………………………………………..

[name] on behalf of the CVA Supervisors

126

ANNEX 16: NOTICE OF TERMINATION

PART A

NOTICE OF TERMINATION FOR JJB

IN THE HIGH COURT OF JUSTICE

No. [****] of 2009

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF:

JJB SPORTS PLC

(the "Company")

AND IN THE MATTER OF THE INSOLVENCY ACT 1986

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986 (as

amended by the Insolvency Act 2000)

NOTICE OF TERMINATION

TO: ALL HOLDERS OF CVA CLAIMS AGAINST THE COMPANY

[DATE]

Notice is hereby given in accordance with Clause 34.1 of Part VII of the Directors' proposal for a

Company Voluntary Arrangement in respect of the Company dated 6 April 2009 (the "Proposal")

(capitalised terms used in which shall have the same meaning in this notice) that:

Pursuant to Clause 34.1 of the Proposal the CVA has been fully implemented and shall with effect

from the date hereof be deemed terminated.

and/or

Pursuant to Clause 34.2 of the Proposal the CVA in relation to the Company has been implemented

in respect of all CVA Claims other than [specify type of CVA Claims] and has failed in respect of

[specify type of CVA Claims] and shall be deemed terminated with effect from the date hereof.

………………………………………………..

[name] on behalf of the CVA Supervisors

127

PART B

NOTICE OF TERMINATION FOR BLANE

IN THE COURT OF SESSION

No. [****] of 2009

IN THE MATTER OF:

BLANE LEISURE LIMITED

(the "Company")

AND IN THE MATTER OF THE INSOLVENCY ACT 1986

COMPANY VOLUNTARY ARRANGEMENT under Part I of the Insolvency Act 1986 (as

amended by the Insolvency Act 2000)

NOTICE OF TERMINATION

TO: ALL HOLDERS OF CVA CLAIMS AGAINST THE COMPANY

[DATE]

Notice is hereby given in accordance with Clause 34.1 of Part VII of the Directors' proposal for a

Company Voluntary Arrangement in respect of the Company dated 6 April 2009 (the "Proposal")

(capitalised terms used in which shall have the same meaning in this notice) that:

Pursuant to Clause 34.1 of the Proposal the CVA has been fully implemented and shall with effect

from the date hereof be deemed terminated.

and/or

Pursuant to Clause 34.2 of the Proposal the CVA in relation to the Company has been implemented

in respect of all CVA Claims other than [specify type of CVA Claims] and has failed in respect of

[specify type of CVA Claims] and shall be deemed terminated with effect from the date hereof.

………………………………………………..

[name] on behalf of the CVA Supervisors

128

ANNEX 17: TERMS OF RENT CONCESSION AGREEMENT

Terms of the Rent Concession Agreement between the Companies and each relevant Open

Premises Landlord

1. Referring to any relevant Open Premises Lease (in each case the "Lease") between any

Open Premises Landlord ("You") (1) and Blane or JJB, as appropriate, as tenant under the

relevant Lease (the "Company") (2).

2. The interest immediately expectant on the determination of the Lease (the "Reversion") is

vested in You and the residue of the term of years granted by the Lease is vested in the

Company.

3. It is agreed between the Company and You in respect of each relevant Open Premises

Lease that during the Open Premises Rent Concession Period applicable to that Lease

(the "Relevant Period") but subject to paragraph 4 below, the following agreement shall

apply:

3.1 the Open Premises Rents (the "Rent") shall be payable by 12 equal monthly

instalments in advance the first such payment to be made on the Next Quarter Day

and thereafter on the date falling one calendar month from such date throughout

the Relevant Period (each being, together with the Next Quarter Day, a "Monthly

Payment Date");

3.2 during the Relevant Period You will submit invoices in respect of each monthly

instalment of the Rent due on the Monthly Payment Date to the Company not later

than 3 Business Days prior to such date; and

3.3 interest shall be payable on any Rent not paid on the due date as referred to in

paragraph 3.1 above at the rate of two per cent above the base rate of Lloyds TSB

Bank plc from time to time.

4. The arrangement set out at paragraph 3 above shall cease immediately upon the first of

the following dates to occur:

4.1 the date falling 7 Business Days from any Monthly Payment Date if at that time the

relevant instalment of the Rent has not been paid; and

4.2 the date on which the Company assigns the relevant Lease;

(any such date being a "Trigger Date").

5. With effect from the Trigger Date any future Rent due under a Lease in respect of which

the Trigger Date has occurred shall from that date be payable as specified in the relevant

Lease as if this Rent Concession Agreement had not been entered to and accordingly,

taking account of any instalments of the Rent that have been paid by the Company during

the quarter in which the Trigger Date occurs in respect of the relevant Lease, the balance

of the Rent that would have been payable by the Company on the quarter day under the

relevant Lease immediately preceding the Trigger Date plus interest at the rate specified at

paragraph 3.3 above shall be payable by the Company on demand.

6. You agree with the Company and the Company agrees with You that this Rent Concession

Agreement:

129

6.1 shall not be the subject of any application to the Land Registry for any entry on any

title;

6.2 will bind successors in title and assigns of the Reversion, but will be personal to

the Company;

6.3 shall not effect the times or at which any sums reserved as rent other than the

Rent under the relevant Lease shall be payable from, nor the manner of its

payment;

6.4 shall be disregarded for the purposes of any rent review under the relevant Lease;

and

6.5 the terms of the relevant Lease shall not be varied, but shall be waived during the

Relevant Period only insofar as is necessary to give effect to the terms of this Rent

Concession Agreement.

130

ANNEX 18: SUMMARY STATEMENT OF AFFAIRS

PART A

JJB SUMMARY STATEMENT OF AFFAIRS AS AT 26 MARCH 2009

Note

Estimated

Book

Value £'000

Estimated

to Realise

£'000

ASSETS

Assets subject to fixed charge:

Property 13,797 9,658

Intangible assets (not goodwill) 25,483 5,000

Leasehold premises 798 80

Deferred consideration 1 43,411 25,000

Cost of Investment 301,328 0

384,817 39,738

Less: Secured Creditor:

Consolidated chargeholder position (46,399) (46,399)

(46,399) (46,399)

Surplus/(Deficit) to fixed charge holder 338,418 (6,661)

Assets subject to loan note fixed charge

Loan note deposit 168,117 168,117

Less: Loan note secured creditor (168,117) (168,117)

Surplus/(Deficit) to loan note fixed charge holder 0 0

Assets subject to HP/Finance Agreement:

Motor Vehicles 69 45

69 45

Less: Finance Liability (60) (60)

Surplus/(Deficit) to finance creditors 9 (15)

Assets not specifically pledged:

Aircraft 1,709 1,367

IT 5,675 568

Fixtures 47,522 2,376

Motor vehicles 372 186

Assets not in use 1,601 0

Stock 44,204 12,676

Sales ledger 4,763 476

Voucher companies 145 102

Other debtors 732 366

Rent deposits 6 0

Sundry financial debtors 371 0

Insurance claims 35 0

Sundry debtors 134 40

Automatic prepayments 3,473 69

Manual prepayments 5,455 0

Floats and petty cash 300 240

Surplus arising from Fixed Charge and HP assets 338,427 0

454,924 18,466

Estimated total assets available for preferential creditors 454,924 18,466

131

LIABILITIES

Preferential creditors - employees

Preferential creditors (432) (432)

(432) (432)

Estimated Surplus/(Deficit) as regards preferential creditors 454,492 18,034

Debts secured by a floating charge 0 (6,661)

Estimated Surplus/(Deficit) of assets available for unsecured creditors 454,492 11,373

Unsecured Creditors

Trade creditors 2 (11,114) (11,114)

Accruals (7,829) (7,829)

Deficit arising from HP assets 9 (15)

HMRC (6,662) (6,662)

Corporation tax 0 0

Landlords 3 (168,076) (168,076)

Intercompany (171,143) (171,143)

Employee claims - PAYE Redundancy and notice (1,961) (1,961)

(6,706) (6,706)

Estimated Overall (deficit to creditors) 81,010 (362,133)

SHARE CAPITAL

Ordinary Shares (12,542) (12,542)

Estimated Total (deficiency) as regards members 68,468 (374,675)

JJB Sports plc

Notes to accompany the Statement of Affairs as at 26th March 2009

1. Deferred consideration is anticipated to be realised in full (£43.4m) provided that JJB

does not enter into administration or liquidation in the near future. There are two possible

areas of risk if JJB does enter administration or liquidation in the near future, the first

relating to the quantum paid to JJB or placed into the escrow account and the second

relating to the amount subsequently released from the escrow account. For the purposes

of this statement of affairs a prudent realisation of £25m has been assumed in respect of

an administration/liquidation.

2. Trade creditors per the Statement of Affairs is net of claims for Retention of Title which

have been adjusted for in the stock figure. Reconciliation to appendix 2:

£'000

Gross Trade Creditors per appendix 2 19,363

Adjustment for ROT 8,249

Trade Creditors per Statement of Affairs 11,114

3. Landlords total liability has been calculated based on annual rents on a landlord by

landlord basis. The liability is calculated based on 2 years annual rent and service charge

(being the average time taken to re-let the property), plus a further 2 years annual rent (to

reflect a 2 year rent free period given to the new tenant) and 75% of current rent being

received thereafter, plus dilapidations (based on square footage), discounted at 5% (per

rule 11.13 of the Insolvency Rules 1986 setting out how to discount claims in a

liquidation). In an administration we have assumed that a number of leases will be

assigned. The amount included in the statement of affairs can be reconciled to the total

liability as follows:

£'000

132

Gross Landlord liability per appendix 4 268,922

Reduction for potential assigned leases (100,846)

Landlords liability per Statement of Affairs 168,076

The following are connected creditors to JJB with the approximate debt:

1. Blane (£148,772,000);

2. Sports Division (Eirann) Limited (£22,371,000);

3. KooGa Rugby Limited (£106); and

4. Source Lab Limited (£3,500).

133

List of Members

of JJB

Shareholder Shareholding

ABC (NOMINEES) LIMITED 600

ABI (PREMISES) LTD 6

ACADEMIC RESEARCH LTD 30

ADAM & COMPANY (NOMINEES) LIMITED 701,700

ADAM DAVID RICHARDS ESQ 150

ADMOR OF FRANCIS PATRICA HILL DECD 97

ADMOR OF MARGARET RENNISON DECEASED 100

ADMOR OF WILFRED EDWIN LLOYD 640

ADMOR OF WILLIAM O'DRISCOLL 265

ADMORS OF MAKHAN PUREWAL DECEASED 409

AKBAR SHOFERPOOR ESQ 1,280

ALAN BILSBOROUGH ESQ 717

ALAN DAVID SHANKS ESQ 3,840

ALAN HARTER 860

ALAN NEIL GEORGE MACKINTOSH ESQ 1,000

ALAN RIBCHESTER ESQ 500

ALAN TROUTT ESQ 800

ALAN WILBERT JONES ESQ 6,000

ALASTAIR HOLLINGSBEE ESQ 3,646

ALBERT COWLEY ESQ 873

ALBERT GILLETT ESQ 3,000

ALBERT JOHN MARTIN ESQ 1,000

ALEX RAYMOND LEUNG ESQ 400

ALEXANDER FOSTER ESQ 250

ALEXANDER LEARMONTH DICK ESQ 500

ALEXANDER NORMAN HUGHES ESQ 300

ALEXANDER STAFFORD MONTGOMERY ESQ 420

ALFRED HARDY ESQ 1,000

ALFRED JOHN DRUMMOND ESQ 5,000

ALIBANK NOMINEES LTD 12,185

ALISTAIR JOHN BRIGGS ESQ 800

ALISTAIR JOHN WILLIAM LOW ESQ 3,000

ALISTAIR MCGOLDRICK ESQ 2,137

ALLAN THOMAS WISBEY ESQ 2,080

ALLIANCE TRUST SAVINGS NOMINEES 240,735

AMOS OBEMBE ESQ 655

ANDREW BARLOW ESQ 1,380

ANDREW BENTLEY ESQ 35,000

ANDREW BRENT MORLEY ESQ 2,800

ANDREW DAVID PARK ESQ 159

ANDREW NEIL PATERSON ESQ 1,800

ANDREW PETER BARNES ESQ 66

ANDREW SENIOR 65

ANDREW SHAW ESQ 14,000

ANDREW SLATER ESQ 262

ANGUS JAMES STENHOUSE ESQ 2,152

ANNA WENHAM 2,000

ANTHONY BEAHAN ESQ 530

ANTHONY DIXON ESQ 200

ANTHONY EDWARD FARRELL ESQ 1,000

ANTHONY EDWARD GAMBLIN ESQ 2,131

ANTHONY PETER HATTON ESQ 362

ANTHONY PETER WHEELER ESQ 2,000

ANTHONY RICHARD MARSHALL ESQ 4,400

ANTHONY ROBERT CROWTHER ESQ 500

ANTHONY ROSS LEEVERS ESQ 513

ANTHONY SCOTT PENN ESQ 2,048

ANTONY CHRISTOPHER WALSH ESQ 10,615

APOLLO NOMINEES LTD 337,311

ARCHIBALD MCGOWAN ESQ 220

ARTHUR CRYLE ESQ 319

ARTHUR GEORGE CHAPMAN ESQ 2,400

ARVIND LAXMIDAS PATEL ESQ 300

ARWEL OWEN EVANS ESQ 1

ASCO NOMINEES LIMITED 27,170

ATALAY HASSAN ESQ 200

BALJINDER SINGH GREWEL ESQ 7

BARCLAYS CAPITAL NOMINEES ( NO 2 ) 16,439

BARCLAYS STOCKBROKERS LIMITED 30,385

BARCLAYSHARE NOMINEES LIMITED 8,010,650

BARNARD NOMINEES LTD 10,000

BARRATT AND COOKE NOMINEES LIMITED 65,324

BARRIE JAMES COLMAN ESQ 1,000

BARRY DAVID BOWEN ESQ 1,230

BARRY JOHN HARVEY ESQ 2,000

BARRY NEVILLE LINCOLN ESQ 970

BASIT HUSSAIN ESQ 1,610

BAYERISCHE HYPO- UND VEREINSBANK AG 17,831

BBHISL NOMINEES LIMITED 279,872

BDS NOMINEES LIMITED 351,444

BERNARD ANTHONY CUNLIFF ESQ 1,040

BEVERLEY RICHARD BROMLEY 326

BHARAT VAIKUNTHRAI VYAS ESQ 200

BLOOMBERG LP 6

BNY (OCS) NOMINEES LIMITED 52,300

BNY GIL CLIENT ACCOUNT (NOMINEES) 4,250,000

BNY MELLON NOMINEES LIMITED 4,455,252

BNY NORWICH UNION NOMINEES LIMITED 100,469

BOLTRO NOMINEES LIMITED 4,512

BRADLEY IAIN HALL ESQ 200

BRENDAN GOUGH ESQ 144

BRETT JOHNSON ESQ 6,896

BREWIN NOMINEES LIMITED 1,016,828

BRIAN BOTTOMLEY ESQ 780

BRIAN BURTON ESQ 10,000

BRIAN CHARLES GRAY ESQ 1,000

BRIAN CHARLES LAMB ESQ 256

BRIAN CHARLES PEARSON ESQ 5,000

BRIAN DESMOND VAUX ESQ 1,000

BRIAN HARRY FELL ESQ 18,500

BRIAN JOHN CHANDLER ESQ 600

BRIAN JOHN HAZELWOOD ESQ 2,000

BRIAN JOHN TAYLOR ESQ 1,998

BRIAN KENNETH JAMES BUSHNELL ESQ 155

BRIAN LESLIE DODD ESQ 712

BRIAN NEWTON ESQ 3,000

BRIAN PENNINGTON ESQ 352

BRIAN REGINALD JONES ESQ 330

BRIAN SALVONA ESQ 1,000

BRIAN WILLIAM HUMPHERSON ESQ 1,598

BRUCE ARTHUR HEALEY ESQ 541

BRUCE GEORGE SWALLOW ESQ 1,834

CALUM MACDONALD ESQ 894

CAM NOMINEES LIMITED 650

CANON STANLEY HAROLD HOFFMAN 4,140

CAPT JOHN GORDON THRELFALL 500

CARDALE NOMINEES LIMITED 950

CATHERINE ANN QUINNEY 20,000

CATHERINE MARGARET DALTON 555

CAZENOVE NOMINEES LIMITED 58,470,543

CECIL BLOOM ESQ 1,200

CENKOS CHANNEL ISLANDS NOMINEE 85,000

CHARLES FREDERICK WEATHERILL ESQ 319

CHARLES HARCOURT GERVIS GREEN ESQ 7,400

CHARLES OSWALD ROBERTS ESQ 22,500

CHARLES WALKER DIXON ESQ 1,500

CHASE (GA GROUP) NOMINEES LIMITED 182,619

CHASE NOMINEES LIMITED 4,423,452

CHEVIOT CAPITAL (NOMINEES) LTD 16,000

CHRISTOPHER BELL ESQ 250

CHRISTOPHER DARLINGTON SILLS ESQ 120

CHRISTOPHER FRANCIS COLEMAN ESQ 200

CHRISTOPHER HODGSON ESQ 6,100

CHRISTOPHER IAN MCBRIDE ESQ 15,000

CHRISTOPHER JAMES GIBSON ESQ 27

CHRISTOPHER PAUL HARDY ESQ 17,666

CHRISTOPHER THOMAS FOSTER ESQ 340

CHRISTOPHER THOMAS MOLE ESQ 2,432

CHRISTOPHER THOMAS WANLESS ESQ 500

CHUNILAL KANABAR ESQ 15,000

CITIGROUP GLOBAL MARKETS U.K EQUITY 330,300

CLIFFORD ATHERTON DAVIES ESQ 7,174

CLIFFORD GRAY ESQ 1,352

CLIVE ALEXANDER WARWICK ESQ 2,500

CLIVE FRANK ANDREWS ESQ 600

COLIN BAINES ESQ 5,086

COLIN CLARKE ESQ 356

COLIN MEAD ESQ 2,664

COLIN RICHARD LORD ESQ 1,500

COLIN WILLIAM LORAINE ESQ 208

COUNT BOSCHERINI MIZZI 1,000

CRAIG LESLIE ATHERTON ESQ 10,830

CREDIT AGRICOLE CHEUVREUX 19,024

CREDIT SUISSE INTERNATIONAL 1,336

CUIM NOMINEE LIMITED 499,776

CURZON WILLIAM JACKSON ESQ 2,000

CYRIL NORMAN COOKE ESQ 2,000

CYRIL SHALDON ESQ 1,136

DANIEL WHITTLE ESQ 1,024

DARTINGTON PORTFOLIO NOMINEES 154,880

DAVID ALEXANDER SHAW WILSON ESQ 2,000

DAVID ALFRED FRANK RUMBOLD ESQ 1,000

DAVID ANDREW GREEN ESQ 232

DAVID ANDREW KEETLEY ESQ 796

DAVID ANTONY FLANNERY ESQ 310

DAVID ARTHUR WHITTON ESQ 1,040

DAVID CHRISTOPHER JOHN SKINNER ESQ 54

DAVID EARTHY 250

DAVID ELWYN LLEWELLYN ESQ 1,000

DAVID ERIC WINSTANLEY ESQ 600

DAVID FREDERICK PERCY RICHENS ESQ 8,329

DAVID FRESTON NASH ESQ 744

DAVID HENRY HEARN ESQ 750

DAVID HERBERT PEEL ESQ 500

DAVID IAN LOVELL ESQ 200

DAVID IAN NICHOLSON ESQ 1,280

DAVID JAMES DIAPER ESQ 175,000

DAVID JAMES HILL ESQ 112

DAVID JAMES MILLER ESQ 370

DAVID JENNINGS ESQ 800

DAVID JOLLEY ESQ 5,066

DAVID JUKES ESQ 400

DAVID MARK WILTSHIRE ESQ ESQ 1,000

DAVID MICHAEL JONES ESQ 600

DAVID MICHAEL SQUIRES ESQ 178

DAVID MILNES ESQ 426

DAVID O'BRIEN 8,800

DAVID OWAIN EDWARDS ESQ 2,400

DAVID PECKHAM ESQ 250

DAVID PHILIP CROPPER ESQ 2,000

DAVID RATCLIFFE ESQ 922

DAVID REID ESQ 143

DAVID RICHARD HARBORNE ESQ 323

DAVID RICHARD HARRISON 170

DAVID RIMMER ESQ 25,663

DAVID STEVENSON ESQ 1,040

DAVID THOMAS SAMPSON ESQ 700

DAVID WALLBY LEWIS ESQ 800

DAVID WILLIAM ISHMAEL ESQ 6,000

DAVYCREST NOMINEES 24,000

DEENE WHITE ESQ 500

DENIS ROTHWELL ESQ 20,000

DENIS WILLIAM MINNITT ESQ 834

DENNIS CHARLES RATCLIFF ESQ 430

DEREK ABRAM ESQ 1,250

DEREK LESLIE WALL ESQ 1,000

DEREK NORMAN FISHER ESQ 73,600

DEREK PHILIP MAY ESQ 980

DESMOND FRANCIS DELAHUNT ESQ 250

DESMOND JOHN LANGHAM ESQ 629

DEUTSCHE BANK AKTIENGESELLSCHAFT 450,130

DHIRESH RAJA ESQ 248

DIGITAL EXCHANGE (YORKS) LIMITED 1,040

DISCLOSURE LIMITED 10

DOCTOR JOHN LOW MATTHEW 826

DONALD MAGNUS THOMSON ESQ 4,299

DOUGLAS GIBSON ANDERSON ESQ 200

DOUGLAS JULIAN DENNIS ESQ 2,000

DOUGLAS OLIVER THOMPSON ESQ 204

DOUGLAS WILBERT ELLIS ESQ 200

DR ALAN JOHN HAYES 500

DR ANDREW MARK FERNANDO 324

DR ANNE VIVIEN ST JOSEPH 172

DR BARRY HUTCHINSON 5,400

DR CHANDRAVADAN RAICHAND MEHTA 1,500

DR DAVID BERNARD HENSON 400

DR DUDLEY GRAEME CAMBELL DAVIDSON 3,600

DR GORDON WAREING 4,100

DR INDIRA SINGANAYAGAM 1,040

DR JACK LEVY 2,080

DR JEAN MARY KERR 252

DR JOHN ADEKUNIE BOLODEOKU 64

DR JOHN ALFRED ROGERS 10,090

DR JOHN RICHARD NORBURY 92

DR KALYANI PAL 1,000

DR KRISHNA NARAYAN MEHENDALE 500

DR LUCIANA JOHN 200

DR MICHAEL GREER-WALKER 918

DR MUZAFFAR ALI ZAIDI 3,300

DR NIGEL WEBSTER 15,000

DR PATRICIA MARY RENEE SMITH 19,000

DR PETER THACKRAY 2,300

DR RAM KARAN CHOPRA 416

DR ROMAN PETER SUMIRA 390

DR SAYI RAMESH GANDHAM 1,065

DR WEI YAO LIANG 2,080

DR WENDY ANNE JONES 2,112

DRESDNER BANK AKTIENGESELLSCHAFT 12,309

DUNCAN SIMON OPIE ESQ 386

DURLACHER NOMINEES LIMITED 166,418

DYMOND ENTERPRISES LIMITED 5,124

E*TRADE UK NOMINEES LIMITED 436,950

EDGAR BARRY PALFREMAN ESQ 213

EDMUND JOHN PILLING ESQ 2,500

EDWARD DOCHERTY ESQ 2,000

EDWARD JONES NOMINEES LIMITED 63,640

EDWARD LEESON ESQ 1,000

EDWARD WALMSLEY ESQ 6,396

EDWARD WILLIAM KERRUISH ESQ 63

EGLINGHAM LIMITED 2

ELSIE DEAN 2,761

EMYR WYN WILLIAMS ESQ 84

ERIC ANTHONY HOUGHTON ESQ 364

ERIC PATRICK FOLEY ESQ 2,500

ERIC RUSSELL CLARKE ESQ 30

ERIC STANLEY CAILES ESQ 1,012

ERICA HESTER EVANS JACKSON 80

ERNEST JOSEPH ESQ 2,000

ERROL ANTHONY FULLER ESQ 51

EUROCLEAR NOMINEES LIMITED 237,253

EXCELLENCE COMMUNICATIONS LIMITED 1,000

EXETER LEUKAEMIA FUND 1

EXOR OF ALASTAIR CLERE HENDERSON 93

EXOR OF BARRY JOHN PARKIN DECEASED 1,400

EXOR OF GEORGE ALBERT BASNETT DECD 56

EXOR OF JESSIE JONES DECEASED 21

EXOR OF WILLIAM PETER WELSH 248

EXORS OF GEORGE KENNETH COWARD DECD 250

EXORS OF TREVOR SKEET DECD 1,000

F H F (NOMINEES) LTD 9,271

FERLIM NOMINEES LIMITED 475,279

FERN LTD 2,049

FISKE NOMINEES LIMITED 7,500

FITEL NOMINEES LIMITED 3,188,796

FLEETSIDE LEGAL REPRESENTATIVE 1

FOREST NOMINEES LIMITED 31,996

FRANCES EVELYN DENNISON 2,049

FRANK BERNARD ROBINSON ESQ 350

FRANK DUDLEY ESQ 602

FRANK GORDON WELCH 500

FRANK JOHNSON ESQ 1,024

FRANK NOMINEES LIMITED 70,000

FRED BARRY EVANS ESQ 517

FRED TURNER 3,000

FREDERICK BRUCE EDWARDS ESQ 2,131

FREDERICK THOMAS LEA ESQ 204

GARETH JOHN BERRYMAN ESQ 410

GAVIN DAVID MILLER ESQ 101

GEOFFREY HEATON ESQ 2,280

GEOFFREY HOWARD LEVER ESQ 500

GEOFFREY JAMES STATHAM ESQ 2,000

GEOFFREY LEA ESQ 50

GEOFFREY MITTON ESQ 1,286

GEOFFREY THOMAS JOHNSON ESQ 2,000

GEOFFRY SWIFT ESQ 1,065

GEORGE ALEXANDER SMART ESQ 1,400

GEORGE CONNOLLY ESQ 709

GEORGE FREDERICK STOCKS ESQ 1,065

GEORGE FREDERICK STRETCH ESQ 2,000

GEORGE GORDON REID ESQ 1,119

GEORGE MCBAIN ESQ 2,049

GEORGE PATRICK SUTHERLAND ROBSON 221

GEORGE RICHARDSON ESQ 2,000

GEORGE ROBERT MOLSON ESQ 5,400

GEORGE SCORGIE ESQ 250

GERALD BATES ESQ 3,000

GERALD DAVID WRIGHT ESQ 5,000

GERALDINE MCKEVITT 15,230

GILTSPUR NOMINEES LIMITED 1,706,511

GLASLYN INVESTMENTS LIMITED 2

GLEN DAVID TILLYARD ESQ 358

GLENCAIRN NOMINEES LIMITED 8,176

GLYN CHARLES GROUNDSELL ESQ 2,560

GODFREY HENRY AUBREY LEWIS ESQ 500

GOLDMAN SACHS INTERNATIONAL 81,305

GOLDMAN SACHS SECURITIES (NOMINEES) 21,676

GOODBODY STOCKBROKERS NOMINEES 17,000

GORDON EDWARD STARKEY ESQ 58

GORDON LESLIE YOUNG ESQ 33,000

GORDON TAYLOR ESQ 3,616

GRAEME PORTER ESQ 388

GRAEME ROBERTSON FULTON LEWIS ESQ 20

GRAHAM FURNELL ESQ 3,720

GRAHAM JONES ESQ 1,000

GRAHAM NICHOLLS ESQ 512

GRAHAME PETER DAY ESQ 100

GREGORY GRAEME WILSON ESQ 950

GURDIAL SINGH SAUND ESQ 624

GURNAM SINGH DUHRA ESQ 1,040

HALB NOMINEES LIMITED 30,815

HANOVER NOMINEES LIMITED 271,259

134

HARGREAVE HALE NOMINEES LIMITED 483,059

HARGREAVES LANSDOWN (NOMINEES) 1,735,349

HAROLD RIGBY ESQ 1,065

HARRY EDGER BYERS ESQ 200

HARRY LUDLOW GREEN ESQ 491

HARSIT NAKARJA ESQ 100

HASSAN AKHTAR ESQ 262

HAVELOCK HUNTER NOMINEES LIMITED 2,750

HAYDEN ROBERTS ESQ 642

HENRY CHARLES HOPKINS ESQ 1,280

HERMAN KON ESQ 6,200

HOWARD STEWART STERN ESQ 212

HSBC CLIENT HOLDINGS NOMINEE (UK) 7,000

HSBC GLOBAL CUSTODY NOMINEE (UK) 3,136,170

HSDL NOMINEES LIMITED 10,317,053

HUGH DEREK MCKAY ESQ 1,800

HUGH JONATHAN CALVERT ESQ 2,000

IAIN CHRISTOPHER SMITH ESQ 4,000

IAN ANTHONY WIXON ESQ 1,000

IAN CAMERON ESQ 1,167

IAN COCHRANE ROBINSON ESQ 2,238

IAN DARGIE WYLLIE ESQ 9,000

IAN DAVID COCKRAM ESQ 512

IAN JOHN MILES ESQ 500

IAN MICHAEL BULLIVANT ESQ 500

IAN RYDER-SMITH ESQ 500

ICC INFORMATION LIMITED 4

IDEALING NOMINEES LIMITED 272,473

IMPACTBRAND LIMITED 2

INTERACTIVE BROKERS LLC 37,682

ISS EUROPE LIMITED 4

J M FINN NOMINEES LIMITED 54,300

J.P. MORGAN SECURITIES LTD 128,056

JACK LESLIE HOPE ESQ 3,700

JAIME ROBERTO FREDES-SANCHEZ ESQ 2,000

JAMES ALEXANDER ARMSTRONG ESQ 100

JAMES BOWIE ESQ 614

JAMES BREARLEY CREST NOMINEES 442,939

JAMES CAPEL (NOMINEES) LIMITED 5,733,251

JAMES FARRINGTON ESQ 4,160

JAMES KIRBY ESQ 500

JAMES MCGEACHY ESQ 800

JAMES NEALE ANTROBUS 1,744

JAMES PATERSON HUNTER ESQ 1,040

JAMES WILLIAM ANDREW MCCRONE ESQ 3,425

JAMIE BRIN THOMPSON ESQ 690

JAMIE LOMAX ESQ 500

JAMIE ROBERT ADCOCK ESQ 768

JASON HENRY GOULDING ESQ 2,000

JASON JOHN COAN ESQ 741

JASON MARK EVELEIGH ESQ 702

JASON MIN KWONG CHOW ESQ 568

JASWINDER SINGH SAGOO ESQ 1,466

JD SPORTS FASHION PLC 25,058,100

JEFFERY DAVIS ESQ 450

JEFFREY TAYLOR 500

JEFFREY WILLIAM SEDDON ESQ 8,000

JEREMY BERTRAM GORDON TARRANT ESQ 60,000

JEREMY FELIX DISLEY ESQ 775

JEREMY KAM WAH YAU ESQ 2,560

JIM NOMINEES LIMITED 262,494

JOHN ALAN WARD ESQ 272

JOHN ANTHONY SIMON ESQ 280

JOHN ARCHIBALD WILSON ESQ 1,200

JOHN BARNABAS BARRETT ESQ 7,482

JOHN BELTON HALL ESQ 2,810

JOHN BRIAN RANNARD ESQ 41

JOHN BRUCE GRAY ESQ 620

JOHN CHARLES RHODES ESQ 1,000

JOHN CHRISTOPHER RYAN ESQ 1,096

JOHN COULL MCLEMAN ESQ 228

JOHN DAVID GREENWOOD 423,928

JOHN DAVID GREENWOOD ESQ 498,531

JOHN DUNN ESQ 500

JOHN EDWARD ATKINS ESQ 3,000

JOHN EDWARD SMITH ESQ 399

JOHN EDWARD SYMONS ESQ 1,100

JOHN EDWARD WOODHEAD ESQ 100,000

JOHN FORREST HUNT ESQ 1,600

JOHN FREDERICK HART ESQ 500

JOHN GILBERT GIRDWOOD ESQ 1,000

JOHN HAMMOND ESQ 239

JOHN HENRY DIAPER ESQ 100,000

JOHN HENRY RAINFORD ESQ 936

JOHN HICKMAN ESQ 1,000

JOHN HILTON DUNCALF ESQ 1,000

JOHN HOWARD NEWBURY ESQ 114,988

JOHN JAMES WILLIAMSON ESQ 7,600

JOHN JOSEPH HITCHEN ESQ 61,829

JOHN KIRBY TAYLOR ESQ 2,600

JOHN LESLIE BERRY ESQ 10,248

JOHN MCGARVEY ESQ 1,000

JOHN MICHAEL PALMER HORSLEY FCA 2,000

JOHN NORMAN COAN ESQ 3,570

JOHN PHILIP GREENSLADE ESQ 270

JOHN PILLAI ESQ 920

JOHN ROBERT WINFIELD ESQ 1,918

JOHN SCOTT SMITH ESQ 2,000

JOHN STANLEY ECKERSLEY ESQ 1,000

JOHN STEPHEN BRADDICK ESQ 2,053

JOHN STUART TURNER ESQ 3,280

JOHN TAYLOR ESQ 760

JOHN VERNON DAY ESQ 384

JOHN WILLIAM FORD ESQ 250

JOHNATHAN WILSON ESQ 214

JONATHAN HARDACRE ESQ 8,629

JONATHAN MORRISH ESQ 20,335

JONATHAN SIMON LEWIS ESQ 1,065

JONATHON FEWSTER ESQ 200

JOSEPH CRANE ESQ 506

JULIAN EDWARD SMIGA ESQ 800

KANU BHAGWAN PATEL ESQ 200

KATE JARTO 1,200

KAUPTHING SINGER & FRIEDLANDER LTD 7,072,405

KAY ROLLINS ESQ 1,024

KEITH FREDERICK MAKIN ESQ 566

KEITH SIMON ELLIS ESQ 1,500

KENNETH BAXTER GRAY ESQ 1,000

KENNETH BRADLEY ESQ 2,728

KENNETH CROFT ESQ 288

KENNETH DAVID GROVE ESQ 573

KENNETH FRANCIS COLVERT ESQ 788

KENNETH GEORGE JONES ESQ 3,000

KENNETH GRANT BRODIE ESQ 26,000

KENNETH MOORE ESQ 300

KENNETH NORMAN LEECH ESQ 1,200

KESTON PARK SECURITIES LIMITED 1,359

KEVIN NIGEL BLAKELEY ESQ 600

KEVIN RICHARD WARD ESQ 910

KEVIN SHEPHERD ESQ 681

KEVIN WHITE ESQ 1,024

KIM MARTIN JORDAN LEWISON ESQ 410

KIN CHUNG WONG ESQ 6

KIRPAL SINGH BASSI ESQ 5,000

KRIS JOHN RADLINSKI ESQ 119,101

KYRIACOS KYRIACOU ESQ 770

L R NOMINEES LIMITED 4,176,517

LADY LYNNE CHRISTINA MORRISON 20,000

LANDSBANKI ISLANDS HF 200,000

LEE DANIEL COLE ESQ 490

LEON ALLAN KAITIFF ESQ 1,250

LEONARD PHILPOTT ESQ 360

LESLIE BROTHERS (FINANCIAL 1,450

LESLIE COLIN KING ESQ 852

LESLIE RONALD MILLER ESQ 1,000

LIAM CAMPION - FARM STRUCTURES 1,500

LION NOMINEES LIMITED 1,500

LIONEL RUPERT DAVEY ESQ 10,000

LITTLEDOWN NOMINEES LIMITED 7,440

LLOYDS BANK (PEP NOMINEES) LIMITED 32,634

LYNCHWOOD NOMINEES LIMITED 2,153,982

M/S CATHERINE RUTH HAWLEY 264

MAHESH BODALIA ESQ 2,300

MAHESH CHAUHAN ESQ 800

MAJOR ROBERT GERARD CLUTTERBUCK 60

MALCOLM JOHN METCALFE ESQ 300

MARIAN ENE ESQ 600

MARK ANDREW STEVENS ESQ 300

MARK ASPINALL ESQ 4,000

MARK BAKER ESQ 2,500

MARK CHRISTIAN SANDERSON ESQ 50

MARK CRITCHLOW ESQ 1,065

MARK HARRISON ESQ 3,132

MARK RICHARD ESQ 17,540

MARK WILLIAM HARROP ESQ 400

MARTIN ANDREW SMITH ESQ 261

MARTIN ANDREW SPENCER WINTER ESQ 2,300

MARTIN HALL ESQ 502

MARTIN HENRY WOODHEAD ESQ 358

MARTIN JOHN CRIPPS ESQ 624

MARTIN NEIL BLYTHE ESQ 186

MATADOR INVESTMENTS LIMITED 300

MAURICE JOHN WILLIAM HASTIE ESQ 59,250

MAX DUFFIELD ESQ 468

MAX WATSON ESQ 400

MAXWELL LEASING LIMITED 6,000

MERRILL LYNCH INTERNATIONAL 23

MERRION STOCKBROKERS NOMINEE 4,000

MERVYN LESLIE TAYLOR ESQ 1,500

MICHAEL ADAM SCOTT ESQ 136

MICHAEL BURDEN ESQ 8,500

MICHAEL CHARLES BEE ESQ 3,000

MICHAEL CROWTHER ESQ 500

MICHAEL DICKERSON ESQ 604

MICHAEL GLEED ESQ 1,000

MICHAEL GOUGH ESQ 400

MICHAEL HRYWNIAK ESQ 200

MICHAEL HUGH LLYWELYN-JONES ESQ 319

MICHAEL JACKSON ESQ 1,000

MICHAEL JAMES MITCHELL ESQ 1,000

MICHAEL JOHN NOURSE ESQ 500

MICHAEL JOHN SHARKEY ESQ 2,389

MICHAEL JOSEPH HEAGNEY ESQ 6,500

MICHAEL KAY CREIGHTON ESQ 6,022

MICHAEL LESLIE WARNER ESQ 604

MICHAEL MEALAND ESQ 100

MICHAEL PAUL SMITH ESQ 700

MICHAEL PHILLIP ORMSTON ESQ 1,000

MICHAEL PILCHER ESQ 6,000

MICHAEL ROGERS ESQ 100,000

MICHAEL SHANE MORRIS ESQ 1,970

MICHAEL STEPHEN FAZACKERLEY ESQ 3,000

MICHAEL SUMNER WILSON ESQ 2,000

MICHAEL WILLIAM COOKSON ESQ 872

MICHEAL HEADLEY DUTTON ESQ 320

MIKE HARPER ESQ 117

MISS AGNES D'SOUZA 1,166

MISS ALISON ADIE 400

MISS ALISON MARGARET JONES 516

MISS AMANDA CAROL BROWN 256

MISS AMANDA JANE CASHMORE 2,500

MISS ANN PROTHEROE 200

MISS ANN-MARIE JULIA MAKEPEACE 300

MISS ANN-MARIE LINDSAY 6,523

MISS BARBARA MURIEL BOGUE 200

MISS BARBARA RIMMER 6,740

MISS CATHERINE ANN ROBERTS 2,960

MISS CATHERINE ANNE KERR RAFFERTY 6,000

MISS CHARLOTTE JANE FENTON 1,000

MISS CHRISTINE HARROD 266

MISS CHRISTINE MARGARET GEE 434

MISS CHRISTINE MARSHALL 350

MISS CLARISSA JANET ELIZABETH CAROE 4,000

MISS CORRINA NICHOLS 1,470

MISS DAWN SEFTON 10,845

MISS DEBORAH RAFTERY 20

MISS DEE ANNE EMBERSON 450

MISS DIANA RUTH CLARIDGE 366

MISS DIANNE LORRAINE CLARKE 750

MISS DOREEN ANTONIA WHITEHOUSE 3,000

MISS DORIS ROWE 256

MISS DRUSILLA MARGARET JOYCE 161

MISS ELIZABETH ANN STEWARDSON 520

MISS EMMA ATHERTON 3,012

MISS FELICIANA FERNANDES 500

MISS FIONA ANNE MACCALLUM 50

MISS FRANCES MARGARET BAKER 600

MISS GEORGIA ANN LOUISE THOMPSON 703

MISS GILL PARRY 19,697

MISS GILLIAN BOWDEN 880

MISS GILLIAN ROSEMARY SUTTON 689

MISS HARRIET WARE 185

MISS HELEN WATKINSON 8,684

MISS ISABEL DEWAR WALKINGSHAW 500

MISS JADRANKA MAROS 2,000

MISS JANE KIPPAX 2,000

MISS JANE MARIE MARKS 44

MISS JANE SUMNER 2,000

MISS JAYNE LOUISE SINGLETON 230

MISS JAYNE REBECCA STREET 2,400

MISS JENNIFER SUSAN MANN 750

MISS JOANNE CURRIE 28,691

MISS JOANNE DAVIDSON TONNER 40

MISS JOYCE GLEDHILL 2,000

MISS JULIA CHRISTIAN GOFF 2,000

MISS JULIE ANN DAVIES 154

MISS JULIE MARIE UPTON 660

MISS JULIE O'LEARY 5,000

MISS KAREN JEAN PAINE 519

MISS KAREN PARISH 72

MISS KATHY NICHOLLS 29,758

MISS KELLY LOUISE ARNOLD 2,000

MISS KERRY BRINSLEY 298

MISS LIA SAMBUCCI 190

MISS LINDA ELIZABETH CRAIG 50

MISS LINDA MARGARET TOTTEM 468

MISS LOUISE MICHELLE DAVEY 600

MISS MARGARET ELIZABETH MAITLAND 12,894

MISS MARGARET KENNY 307

MISS MARIA SUZANNE TOWNSHEND 8

MISS MARIE LOUISE MCDOWELL 243

MISS MARILYN HELEN LANE 3,000

MISS MARIOTA VIVIEN KITTERMASTER 1,280

MISS MARTINA MARIE MCKENZIE 200

MISS MARY CLAREY 500

MISS MAUREEN MOLLOY 120

MISS MAXINE JEAN MITCHELL 70

MISS MEGAN ROBERTS 180

MISS MICHELLE DUCKWORTH 5,767

MISS MONIKA JANSONS 102

MISS MOYINOLUWA OLUBUNMI ADENUGA 800

MISS NADINE ELISE SHEPPARD 213

MISS NANCY SHIONA ROBERTS 520

MISS NATASHA MCFARLANE 2,240

MISS NICHOLA JAYNE LYNCH 12,135

MISS NICOLA THOMPSON 250

MISS NINA MARIAN SHARE POWYS 762

MISS OONAGH JEANETTE CORLETT 17

MISS PATRICIA ELAINE TOMLINSON 1,100

MISS PATRICIA MARY WILLIAMS 500

MISS RACHEL WHITTLE 1,000

MISS REBECCA DOE 298

MISS REBECCA JANE RABY 20

MISS SALLY LAWSON 1,232

MISS SAMRA BINAT-IQBAL 102

MISS SANDRA BELITA JACKSON 100

MISS SANDRA YALLOP 800

MISS SARAH HELEN WALKER 600

MISS SARAH IRIS GRAHAM 700

MISS SARAH LOUISE HOLMES 550

MISS SEEMA ALI 420

MISS SHEILA JUNE LYON 1,989

MISS SIAN EIRIAN EVANS 100

MISS STELLA EVELYN MITCHELL 300

MISS STEPHANIE EVANGLINE HALL 426

MISS SUIKUEN MUI 6,000

MISS SYLVIA ADAMSON 6,396

MISS TRACEY ANN HULL 6,329

MISS URSULA MARGARET JONES 200

MISS VALERIE PAULING 1,000

MISS VALERIE SHIRLEY RODWELL 192

MISS VANESSA PARNELL 376

MISS VICTORIA AUDREY COX 390

MISS YUK YING HO 1,000

MISS ZULEIKHA BHAIYAT 4,000

MORSTAN NOMINEES LIMITED 8,992

MR ABDUL RASHID 10,468

MR ABDUL SHEIKH WAHEED 123

MR ABDULMALIK ATTA 196

MR ABDURREZAGH MILAD ESILINI 11,000

MR ABOBAKER GRATEM 5,000

MR ABRAHAM OMAR MUFTAH FANOUSH 2,661

MR ADAM JOHN CRITCHLEY 26

MR ADAM WHITEHOUSE 40,872

MR ADEBOLA TOKUNBO EGUNJOBI 126

MR ADRIAN LESTER 1,042

MR ADRIAN WILLIAM BROOKS 530

MR AKINDE FALOLA 3,970

MR ALAN ARTHUR STEPHENSON 2,290

MR ALAN ATHOL EMSLIE BENZIE 16,000

MR ALAN BELL 3,000

MR ALAN CORFIELD 529

MR ALAN DAVID DELANEY 200

MR ALAN FREDERICK GREY 5,000

MR ALAN GOOCH 560

MR ALAN GUDGEON 200

MR ALAN KITCHING 3,348

MR ALAN LENAGAN 350

MR ALAN LESLIE FARR 50,000

MR ALAN LESLIE JONES 287

MR ALAN MILES 602

MR ALAN MUIR 639

MR ALAN PARKINSON 1,119

MR ALAN PAUL GALLOWAY 40,822

MR ALAN THOMAS MARTINDALE 9,000

MR ALAN WEBB 1,878

MR ALAN WIDDOWSON 1,000

MR ALASTAIR CALDWELL BROWN 40,000

135

MR ALASTAIR ROBERT MCCLELLAND 150

MR ALBERT ERNEST GRADWELL 1,079

MR ALEC GEORGE BRADLEY 2,131

MR ALEC WORRAKER 109,459

MR ALEX ZOKA 1,040

MR ALEXANDER GRAHAM 2,600

MR ALFRED EDWARD GRIFFITHS 2,000

MR ALFRED JOHN CHARLES HODSON FCCA 205

MR ALISTAIR JAMES YOUNG 600

MR ALISTAIR MCNAE 692

MR ALLAN ARTHUR MOORE 912

MR ALLAN BRIAN DURNFORD 406

MR ALLAN CRITCHLEY 639

MR ALLAN LIVINGSTONE KIRSOP 800

MR ALLAN PIERRE SOINNE 22,727

MR ALLAN THOMAS HILL 1,000

MR AMEER OOSMAN 500

MR AMIRAM GICELTER 4,199

MR AMRIT SINGH DHILLON 11,160

MR ANAND HARISHCHANDRA LIMBACHIA 300

MR ANDREW ALLAN 500

MR ANDREW BENJAMIN BROADBENT 232

MR ANDREW CLIFFORD FORD 6

MR ANDREW EGERTON HUNTER 478

MR ANDREW FRANCIS RIDDLE 2

MR ANDREW FREDERICK OVERTON 19,654

MR ANDREW HODGES 300

MR ANDREW JOHN SOLLY 586

MR ANDREW KINGSTON 300

MR ANDREW LYALL TULLEY 532

MR ANDREW MALCHER 51,313

MR ANDREW MARTIN 334

MR ANDREW PHILIP MEESE 30

MR ANDREW PHILLIP CLARK 30

MR ANDREW RICHARD MARTIN 1,250

MR ANDREW SYDNEY CLEGG 500

MR ANDREW TABERNER 1,000

MR ANDREW TYSON 70

MR ANDREW WAYNE CUBBINS 3,806

MR ANDREW WILLIAM ALLAN 400

MR ANDREW WILLIAM BARRETT 200

MR ANTHONY BROWN 532

MR ANTHONY BURGIN 215

MR ANTHONY CHARLES DALY 3,640

MR ANTHONY CHARLES LEWIS 756

MR ANTHONY EASTWOOD 6,969

MR ANTHONY EDWARD MARTIN 266

MR ANTHONY EDWIN PHILLIPS 540

MR ANTHONY FRANCIS TWIST 200

MR ANTHONY GERARD THORNTON 8,000

MR ANTHONY HAYES 2,254

MR ANTHONY JAMES WILLIS 512

MR ANTHONY JOHN CRESSWELL 639

MR ANTHONY LIONEL JOHN WILSON 26

MR ANTHONY MARK JOHN NOWACKI 1,000

MR ANTHONY PHILIP AYLWIN 539

MR ANTHONY UNSWORTH 2,000

MR ANTHONY VINCENT HIDEN PYM 1,500

MR ANTONY WALTER CURZONS 1,052

MR ANWAR SAID KAID 100

MR ANWAR UDDIN 8,547

MR ARNOLD ROBINSON 20,000

MR ARTHUR CHARLES FRESHWATER 400

MR ARTHUR CRYLE 1,735

MR ARTHUR ROBERT BABB 10,000

MR ARTHUR WYN ROWLANDS 614

MR ASHLEY JOHN CUSHION 700

MR ASHLEY WILDING 3,397

MR ASIF INDAWALA 3,308

MR AUBREY KENNETH ELLIOTT 1,000

MR AUSTEN MOORE 11,000

MR AZMAT AZIM TAMIMI 150

MR BAHGAT ADLY GIRGIS 4,099

MR BAJINDER DEOL 1,000

MR BALBIR SINGH AULAKH 1,065

MR BARRIE DALE 300

MR BARRIE PETER JARVIS 274

MR BARRINGTON HARVEY 106

MR BARRY BATTLE 1,172

MR BARRY CHARLES RUSSELL 1,000

MR BARRY EVANS 4,000

MR BARRY MELVILLE MARKS 1,000

MR BARRY PHILLIP BUTTIGIEG 80

MR BARRY WILLIAM FORSYTH 18,798

MR BERNARD ALDRIDGE DUGGAN 1,610

MR BERNARD BRIAN SHELMERDINE 1,065

MR BERNARD CHRISTOPHER LLOYD 112,500

MR BERNARD GEORGE SEARS 151

MR BERNARD JOSEPH MCMANUS 1,016

MR BERNARD MICHAEL HOWARD 612

MR BERNARD MICHAEL ROTHWELL 362

MR BERT DAWSON 312

MR BHAGWANJI MOHANLAL RAJA 4,000

MR BILL ANTILL 103

MR BILLAL JAMIL 56

MR BING CHONG 1,000

MR BRADLEY GROVES 37,735

MR BRIAN ANTHONY JAMES MAYHEW 655

MR BRIAN ARTHUR LEE 818

MR BRIAN CEDRICK HARRIS 256

MR BRIAN CONRAD LAURENCE DAWES 200

MR BRIAN DAVID SMITH 500

MR BRIAN GEOFFREY HAMMOND 1,000

MR BRIAN GRACE 500

MR BRIAN HURST 1,358

MR BRIAN MACE 1,836

MR BRIAN MEDLEY 24,400

MR BRIAN WORLOCK 200

MR BRUCE CHARLES MAYHEW 2,000

MR BRUCE GEORGE KNIGHT 324

MR BRUCE SANDILANDS COBBETT 123

MR BRUCE WOODROW JAMIESON 1,026

MR BRYAN DEANS 2,000

MR BRYAN MATTHEWS 164

MR BRYCE JAMES GALBRAITH 4,000

MR CARL HIGHAM 370

MR CARL SHAW 600

MR CECIL ROBERT HAMILTON HINTON 973

MR CHANDICA PERSAUD 1,404

MR CHARLES HARRY DICKINSON 4,000

MR CHARLES NEIL ANDERSON 1,300

MR CHARLES TERRY KEITH 3,000

MR CHARLES WILLIAM PLANT 721

MR CHARLES YATES 2,033

MR CHRIS GATWARD 8,817

MR CHRISTOPHER ARUN MATTHEW COOKE 4

MR CHRISTOPHER CHARLES BUTTERS 614

MR CHRISTOPHER DOCHERTY 1,001

MR CHRISTOPHER HEATH 4,950

MR CHRISTOPHER HOWARD CLARKE 213

MR CHRISTOPHER JEMMISON EVANS 2,000

MR CHRISTOPHER JOHN DRAKE 2,600

MR CHRISTOPHER JOHN HARWOOD 222

MR CHRISTOPHER JOHN MCGARRY 106

MR CHRISTOPHER JOHN RICHARDSON 6,622

MR CHRISTOPHER KNIGHT 1,353

MR CHRISTOPHER MARK IRESON 10,000

MR CHRISTOPHER MARK MOORCROFT 20

MR CHRISTOPHER MARTIN HAYDEN 213

MR CHRISTOPHER MAXWELL BROADBENT 228

MR CHRISTOPHER MELLING 4,894

MR CHRISTOPHER ROY BURTON 250

MR CHRISTOPHER SKELTON 138

MR CHRISTOPHER TINSON 50

MR CHRISTOPHER WILLIAM GIBSON 1

MR CHUNG KHOON FOO 1,000

MR CLARENCE GRENVILLE INNISS 204

MR CLIFFORD ATHERTON DAVIES 826

MR CLIFFORD DENNIS CLARK 1,500

MR CLIFFORD FAIRHURST 486

MR CLIVE ANTONY CLOUGH 500

MR CLIVE ARTHUR ALLAN SLATER 12

MR CLIVE DAVID HARKNETT 25,000

MR CLIVE MALCOLM REES 40

MR CLIVE MARSH 818

MR COLIN FOSTER 3,120

MR COLIN GERRARD 5,000

MR COLIN JOHN PARKER 213

MR COLIN MARK BRAITHWAITE 376

MR COLIN MICHAEL WEIGHT 100

MR COLIN RICHARD BUTTERY 1,200

MR COLIN VALE EDWARDS 2,000

MR CONOR MAGUIRE 5,124

MR CORMAC GOSS 19,566

MR CORNELIUS QUINLAN 5,000

MR CRAIG PARR 1,674

MR CRAIG THOMAS KRUPINSKI 9,905

MR CYRIL BLACKMAN 300

MR DAMIAN WRIGLEY 3,275

MR DAN JACOBSON 250

MR DANIEL BULL-PACKER 4,615

MR DANNY AL RICKABY 200

MR DARREN ALLAN PARISH 554

MR DARREN GEORGE NORFOLK 200

MR DARREN HARVEY 9,504

MR DARREN JOHN MOODY 100

MR DARREN MARK ASHBY 1,065

MR DAVID ALEXANDER LAMB 3,500

MR DAVID ANDREW ENTICKNAP 110

MR DAVID ANTHONY STRETTON 148

MR DAVID ANTONY SMITH 104

MR DAVID BARKER 269

MR DAVID BELLIN STOCKLEY 500

MR DAVID BOWKER 426

MR DAVID BRYAN CAVILL 500

MR DAVID COOPER 266

MR DAVID CYRIL SILVERSTONE 500

MR DAVID DUDMAN 319

MR DAVID FREDERICK MILLER 500

MR DAVID GEORGE SMITH 174

MR DAVID GEORGE VARLEY 452

MR DAVID GEORGE WILSON 8,500

MR DAVID GREENWOOD 300

MR DAVID HADFIELD 1,002

MR DAVID HELM 18,000

MR DAVID HOWGATE 266

MR DAVID IAN LEE 120

MR DAVID JAMES DUCKWORTH 1,556

MR DAVID JAMES REAY 162

MR DAVID JOHN ABSOLON 5,000

MR DAVID JOHN ALBERT LEWIN 3,433

MR DAVID JOHN DEARNLEY 428

MR DAVID JOHN DEAVILLE 2,000

MR DAVID JOHN HOOPER 1,237

MR DAVID JOHN JUMP 394

MR DAVID JOHN NELSON 3,177

MR DAVID JOHN STRINGER 1,500

MR DAVID JOHN TERRY LOREN WIMBLEDON 20,000

MR DAVID JOHN VOSS 468

MR DAVID JOHN WATKINS 670

MR DAVID JONATHAN DENIS 100

MR DAVID KEVIN BENNETT 408

MR DAVID LACK 300

MR DAVID LEACH 1,000

MR DAVID LLEWELLYN WILLIAMS 2,728

MR DAVID LLOYD DENMAN 278

MR DAVID MICHAEL DREW 1,065

MR DAVID MICHAEL O'TOOLE 2,049

MR DAVID MOLLOY 6,929

MR DAVID PAYNE 575

MR DAVID PHILLIP WHITWORTH 10,000

MR DAVID RHYS-VIVIAN 200

MR DAVID RICHARD FOSTER 409

MR DAVID ROBERT MOSS 22,623

MR DAVID ROBERT PATTISON 340

MR DAVID ROBERT SNEDKER 222

MR DAVID ROBERT TINSON 3,559

MR DAVID ROBERTSON 340

MR DAVID SAMPSON 2,500

MR DAVID STOCKER 1,000

MR DAVID VINCENT BURDEN 1,279

MR DAVID WILLIAM HUGO 464

MR DAVID WILLIAM MORGAN 280

MR DAVID WINSTANLEY 948

MR DEAN CHETTY 416

MR DECLAN PATRICK GIBLIN 50

MR DENNIS ABRAHAM 700

MR DENNIS WARD 800

MR DEREK CHARLES SMITH 1,000

MR DEREK HUMPHREYS 109,349

MR DEREK JOHN OLIVER 102

MR DEREK MARK ALAN HUMPHREYS 1,752

MR DEREK RAYMOND KING 53

MR DEREK WILLIAMS 500

MR DERIC JOHN DAVIES 1,156

MR DERRICK CHRISTOPHER BATTY 1,000

MR DESMOND BROOKFIELD 6,559

MR DESMOND DAVID BERSEY 692

MR DESMOND RAYNER 1,537

MR DESMOND WILLIAM MERRILL 558

MR DHANJI KANSAN JETHA 1,024

MR DONALD JOHN IKIN 520

MR DOUGLAS KYNOCH 5,110

MR DOUGLAS PICKLES 2,000

MR DUNCAN JOSEPH BELL 200

MR DUNCAN PATRICK FORBES 555

MR DUNCAN SHERWOOD 1,000

MR DYLAN AP GERAINT WILLIAMS 2,800

MR EDWARD ALEJOS 176

MR EDWARD ANDREW MORRISON 256

MR EDWARD CARTER 2,000

MR EDWARD DOUGLASS 354

MR EDWARD HENRY JONES 6,000

MR EDWARD JAMES MULLEN 8,358

MR EDWARD JAMES SIMKISS 3,638

MR EDWARD RENNIE 144

MR EDWARD THOMAS HALL 3,000

MR ERIC CADWALLADER 1,124

MR ERIC JAMES BARDSLEY 400

MR ERIC WILLIAM SHORT 1,000

MR ERIC WILSON 160

MR ERNEST ALBERT EDWARDS 379

MR ERNEST BLOWER 500

MR ERNEST JOHN WILCOX 2,000

MR ERNEST JOHN YATES 40,500

MR ERNEST YATES 60,500

MR ERROL LAING 2,000

MR FARID TAHER SACHAK 111

MR FORBES MCCALLUM 800

MR FRANCIS FORSHAW 6,802

MR FRANCIS JEFFREY MALONEY 200

MR FRANK DENIS BROWN 600

MR FRANK HATTON 200

MR FRANK HILTON 700

MR FRANK LIVINGSTONE 2,270

MR FRANK MCLOUGHLIN 1

MR FRANK RAWCLIFFE 133

MR FRANK WALLACE 240

MR FRANK WARD 573

MR FRANK WINTERBOTTOM 2,049

MR FREDERICK BRYAN ELLIS 748

MR FREDERICK DACOSTA SPRINGER 430

MR FREDERICK FRANCIS GEORGE BARROW 594

MR FREDERICK GEOFFREY LEWIS 1,000

MR FREDRIK KURT FORREST 10,255

MR GARETH JOHN ROOK 360

MR GARETH RHYS JENKINS 588

MR GARETH ROOK 640

MR GARETH WATTS 600

MR GARRY RICHARD KING 10,000

MR GARY BERRY 1,000

MR GARY KENT DOWNES 71

MR GARY LEIGH RISHTON 18,108

MR GARY MICHAEL EDGAR 500

MR GARY WALSH 300

MR GAVIN DOUGLAS SAVAGE 1,250

MR GAVIN JAMES THOMAS STEWART 200

MR GAVIN JOHN WALKER 600

MR GAVIN WILLIAM KAYE 2,000

MR GELMO MARCHETTA 40,000

MR GEOFFREY BERNARD ALDRIDGE 980

MR GEOFFREY ELLIS 15,647

MR GEOFFREY HUGHES 524

MR GEOFFREY LLOYD ALKER 418

MR GEOFFREY SHRYHANE 2,800

MR GEOFFREY WALLINGTON 768

MR GEORGE ANTHONY RICE 4,000

MR GEORGE EDMOND NICHOL 532

MR GEORGE FINNEGAN 2,000

MR GEORGE JOSEPH CLARK 4,628

MR GEORGE LESLIE MILLER 400

MR GEORGE MANDARACAS 3,270

MR GEORGE SPIKINGS JOHNSON 1,000

MR GEORGE WILLIAM BARLOW 1,280

MR GEORGE WILLIAM RATCLIFFE 120

MR GERAINT ADAM 386

MR GERAINT WYN JONES 1,000

MR GERALD DAVID BOURNE 1,600

MR GERALD DAVIES 5,825

MR GERARD FLYNN 228

MR GILBERT ROWLINSON 3,009

MR GILES JOHN OPIE 330

MR GIOVANNI JOHN SARTORI 4,000

MR GLEN JOHN PARKER 358

MR GLYN WILLIAM BLACKLEDGE 515

MR GODFREY MAXWELL CAUNCE 850

MR GORDON CLARK 1

MR GORDON HAGGART 3,000

MR GORDON HYDE-PRICE 87

MR GORDON MAIR 1,273

MR GORDON MCAUSLAND 18

MR GORDON ROGER WALTERS 1,000

MR GORDON THOMAS KAYE 2,000

MR GORDON WAREING 10,000

MR GRAEME HOPKINS 440

MR GRAEME MUNRO BRICE 5,000

MR GRAHAM CHRISTOPHER PERRY 2,020

MR GRAHAM DAVID SHAW 35

136

MR GRAHAM ELLIS NELSON 2,000

MR GRAHAM HENRY THATCHER 800

MR GRAHAM JOHN MAKEPEACE 178

MR GRAHAM JOHN PRICE 200

MR GRAHAM NIGEL HUNNEMAN 334

MR GRAHAM STEVENSON 1,024

MR GRAHAM WILLIAM RUSSELL 800

MR GUO XIANG LI 444

MR GURUDAIN SINGH CHANA 14,751

MR GUY SIMON CHARLES PETTIGREW 597

MR HAMENT PATEL 6,684

MR HAMISH ALEXANDER FORBES 148

MR HARMINDER SINGH DHANDA 1,129

MR HARRY COSTELLO 2,000

MR HARSHADRAI CHHAGANLAL PATEL 532

MR HARUN CETIN 7,978

MR HAYDER HASSAN 16,000

MR HAYDN ARNOLD GILES PARKER 1,000

MR HENRY COLLENETTE POOLE 700

MR HENRY COSTELLO 1,000

MR HENRY FORREST 3,721

MR HERBERT THOMAS KINGCOTT 2,000

MR HESSOM POSTCHI 54,500

MR HIMATLAL SUNDERJI DATTANI 624

MR HIREN PATEL 9,109

MR HIRJI HALAI 3,000

MR HOWARD BRADLEY THORPE 794

MR HOWARD GLOVER 13,586

MR HOWARD WEST 266

MR HUGH MCCUTCHEON FAULDS 1,065

MR HUGH WILLIAM JOHN TUCKER 36

MR HUSSAIN AHMED 1,032

MR HUW LLOYD JONES 4,263

MR IAIN MCMILLAN 260

MR IAN ALASTAIR KIRK 1,000

MR IAN ANDREW CLARKE 213

MR IAN ARTHUR BOLLAND 1,370

MR IAN BARNES 425,000

MR IAN BRADLEY NICHOLSON 230

MR IAN CHALMERS 102

MR IAN CHRISTOPHER YATES 22

MR IAN DAVID FINCH 14,792

MR IAN DAVID MARSHALL 894

MR IAN EDWARD JACKSON 67

MR IAN GILBERT 6,396

MR IAN JAMIESON KIRBY 11,949

MR IAN KEITH CORKE 500

MR IAN LAWRENCE HUGHES 182

MR IAN MICHAEL SMITH 500

MR IAN MONTEATH 578

MR IAN RICHARD HARRIES 3,843

MR IAN RICHARD REVELL 370

MR IAN ROBINSON 8,528

MR IAN SMITH 400

MR IAN THOMAS PARKES 1,000

MR IANN WARD 3,000

MR IMRAN AHMAD 1,000

MR IOAN BEDWYR TOMOS 75

MR ISMAIL DAYA 2,131

MR IVAN JOHN ROWE 10,000

MR IVOR HAYWARD DAVIES 213

MR IVOR JEFFREY POWELL 2,000

MR JAGDAMBA PRASAD 3,400

MR JAGDISH KRIPALANI 10,000

MR JAMES ALAN MOSS 63

MR JAMES ANDREW 17,499

MR JAMES BAXTER 5,209

MR JAMES CONNOR 5,000

MR JAMES DAVID WHEELDON 1,000

MR JAMES DICKINSON 426

MR JAMES EDWARD LANE 5,000

MR JAMES GLENCROSS SUDWORTH 500

MR JAMES HENRY MURPHY 264

MR JAMES HIGGINS 711

MR JAMES KELLMAN 600

MR JAMES MACFARLANE 4,000

MR JAMES MICHAEL STEVENS 307

MR JAMES MILTON WHITE 140

MR JAMES MURPHY 8,000

MR JAMES NICHOLAS CRACKNELL 195

MR JAMES PAUL GIBSON 213

MR JAMES PETER BARTLETT 1,000

MR JAMES RAYMOND NELSON 12,200

MR JAMES RITCHIE 1,507

MR JAMES ROBERTS 512

MR JAMES ROBERTSON 39,809

MR JAMES ROBINSON 800

MR JAMES STUART CUNLIFFE 446

MR JAMES SUMMERS 1,290

MR JAMIE DAY 1

MR JAMIE GIBB 20

MR JAMIE JON UNSWORTH 6,700

MR JANAK MASRANI 2,500

MR JARED SIMON 92

MR JASDEEP SINGH RANDHAWA 10,000

MR JASON PAUL SMITH 800

MR JASON ROBERT MOORHOUSE 2,732

MR JAYESH MAGUDIA 340

MR JEAN MARGARET WOOD 500

MR JEFFREY ALAN SMITH 2,131

MR JEFFREY GUY 7,000

MR JEFFREY HEATON 10,084

MR JEREMY CARTWRIGHT 4,780

MR JEREMY DAVID REDMAN 48

MR JEREMY DUNCAN LINDSEY 628

MR JEREMY MARIUS BRAY 1,900

MR JEREMY ROWLANDS 120

MR JOGINDER SINGH MEHAT 1,000

MR JOHN ALAN DRYSDALE 1,000

MR JOHN ALAN HILL 99

MR JOHN ALAN WILLIAM LAWRENSON 242

MR JOHN ALEXANDER TAYLOR 7,122

MR JOHN ANDREW JOHNSON 200

MR JOHN ASHURST 1,000

MR JOHN BARDSLEY 1,094

MR JOHN BATTISON 266

MR JOHN BELL 3,841

MR JOHN BELSHAW 5,000

MR JOHN BERNARD LIDDLE 1,500

MR JOHN BROOMHEAD 1,024

MR JOHN CAWTHORNE 3,000

MR JOHN CHARLES SARTAIN 490

MR JOHN CYRIL LIGHTFOOT 2,560

MR JOHN DAVID COWBURN 235

MR JOHN DAVID SALMON 9,500

MR JOHN DAVID WATKINSON 11,055

MR JOHN DAVIS 1,172

MR JOHN DELLAM BLACKBURN 2

MR JOHN DONALD HODGKINSON 901

MR JOHN DOWD 500

MR JOHN EDWARD DILLEY 1,400

MR JOHN EDWARD LEAVER 213

MR JOHN EDWARD NOON 3,659

MR JOHN ERNEST HUNT 3,074

MR JOHN FINNEMORE 208

MR JOHN FLETCHER 10,000

MR JOHN FRANCIS DAUBER 126

MR JOHN FRANCIS POLLARD 5,000

MR JOHN FREDERICK COLLIS 32

MR JOHN FREDERICK DIMMOCK 222

MR JOHN FREDERICK HART 1,045

MR JOHN FREDERICK LAYTON 1,000

MR JOHN FRIDGE HOSKINS 2,000

MR JOHN GAFFNEY 2,000

MR JOHN GILBERT ENTWISTLE 467

MR JOHN GOULDING 849

MR JOHN GRACE 500

MR JOHN GRAHAM HARTGA 106

MR JOHN GRANVILLE MYERS 5,027

MR JOHN HAWORTH MARSHALSEA 2,000

MR JOHN HENRY HOWELL 520

MR JOHN HOLDEN 1,000

MR JOHN HOLLIS 1,000

MR JOHN HOWARD LEWIS 869

MR JOHN HUGH SANDLAND 838

MR JOHN IVESON 1,000

MR JOHN JACKMANN BENNETT 500

MR JOHN JONES 4,021

MR JOHN JOSEPH DUNN 75

MR JOHN KEITH WILSON 200

MR JOHN LAWLOR 6,836

MR JOHN LEASK 1,000

MR JOHN LEE 1,182

MR JOHN LEVON AJDERIAN 2,049

MR JOHN MCGRATH 230

MR JOHN MICHAEL TILLEY 200

MR JOHN MURRAY 1,000

MR JOHN NIGEL PITFIELD 400

MR JOHN O'DONNELL 825

MR JOHN PETER DAVENPORT 360

MR JOHN RICHARD GREEN 100

MR JOHN ROYSTON NICHOLLS 208

MR JOHN SAMUEL EVANS 1,024

MR JOHN SCOLLEN 3,290

MR JOHN SIMPSON DENT 800

MR JOHN STOWER HEWETT 2,916

MR JOHN WATKINSON 3,543

MR JOHN WEST 342

MR JOHN WHARRIER 1,927

MR JOHN WHITELAW 756

MR JOHN WINSTON GRAY 53

MR JOHN WORTHINGTON 10,775

MR JOHNATHAN PAUL HALLIDAY 2,637

MR JONATHAN ANTHONY PAUL ROYAN 1,750

MR JONATHAN BABB 250

MR JONATHAN CHARLES SILLS 120

MR JONATHAN JAMES MORTON 50

MR JONATHON ANDREW GREEN 260

MR JOSEPH CLARK THOMPSON 1,000

MR JOSEPH DEREK GROOM 3,225

MR JOSEPH GILLIES 6,700

MR JOSEPH MACHARIA MOHUHI 2,000

MR JOSEPH MARTIN 10,193

MR JOSEPH MCQUADE 800

MR JOSEPH NORMAN SKELLY 655

MR JOSEPH TOMKINSON 2,000

MR JOSHUA SIMON CHATER 562

MR JULIUS OLUSEGUN ALONGE 50

MR KA SHEUNG LAM 2,000

MR KARL PHILIP BEARD 1,000

MR KARL STUART LOMAX 5,000

MR KEITH BOWMAN 250

MR KEITH DALTON 1,000

MR KEITH GRAHAM HUNT ESQ 700

MR KEITH HARRISON 2,500

MR KEITH JOHN BALDRY 1,184

MR KEITH JOHN FISHER 100

MR KEITH JOHN METCALF 1,512

MR KEITH JOHNSON 750

MR KEITH LEIGHTON DAVIES 290

MR KEITH MORGAN WILLIS 4,346

MR KEITH RAYMOND POLLARD 384

MR KENNETH ALEXANDER HARVEY 28,000

MR KENNETH ARNOLD GREEN 703

MR KENNETH EDWARD STAPLES 8,000

MR KENNETH GEORGE STUBBS 450

MR KENNETH GRAHAM JONES 709

MR KENNETH GRANT BRODIE 20,000

MR KENNETH JOHN ALDERSON 14,388

MR KENNETH JOHN BULLEN 400

MR KENNETH JONES 301

MR KENNETH MALCOLM 1

MR KENNETH RAYMOND ALLEN 637

MR KENNETH THOMAS KENNEDY 195

MR KENNETH WILLIAM CARLISLE 2,131

MR KEVIN BRADFORD 20,000

MR KEVIN JOHN SAWKO 1,195

MR KEVIN LASKEY 204

MR KEVIN PATRICK CORLEY 200

MR KEVIN PETER MUDDOCK 2,000

MR KEVIN PETER MURPHY 200

MR KEVIN STUART JACKSON 600

MR KEVIN STUART ROBERTSON 30,000

MR KEVIN WEBSTER 5,000

MR KHALID MILAD ABUZARIBA 5,000

MR KIERAN SALISBURY 10

MR KIN CHING WONG 9

MR KINGSLEY GEORGE CLIFFORD 2,131

MR LAWRENCE DODDS 5,000

MR LAWRENCE EMMANUEL PACE 3,519

MR LAWRENCE STUART JACKSON 100

MR LAXMAN MAHER 10,000

MR LENORD HARRY FRISBY 3,720

MR LEON NATHAN YAFFIE 5,000

MR LEONARD CHARLES GIBSON 15,478

MR LEONARD ERNEST RICHARDS 1,024

MR LEONARD FRANK JARVIS 1,065

MR LEONARD GEORGE SCRUTTON 2,000

MR LEONARD REDMAYNE 1,000

MR LESLIE HENSON-TYRES 300

MR LESLIE WILLIAM BOOTH 1,024

MR LESTER WILLIAM NORBURY 208

MR LIAM WARD 2

MR LINTON PATRICK MCFARLANE 843

MR LLOYD DICKINSON 980

MR LOUIS NEWTON TUCKER 6,000

MR LOUIS VOLANTE 1,000

MR LUAY BALKER 1

MR MAATI PALLAS 3,859

MR MAHESH PATEL 2,000

MR MAHMUT EREN MUSTAFA 38

MR MALCOLM HISOM 2,000

MR MALCOLM OXLEY 500

MR MANJIT SINGH CHEEMA 213

MR MARK ALAN TUDOR 200

MR MARK ANDREW WILLIAMS 213

MR MARK DAVID EVANS 1,350

MR MARK EDEN 8,771

MR MARK FRASER 4,000

MR MARK GEOFFREY SCRUTON 5,970

MR MARK GRANGER 173

MR MARK JAMES EUSTACE 532

MR MARK LATHAM 200

MR MARK MARMOY 130

MR MARK MULLANEY 3,900

MR MARK PAUL BREHENY 372

MR MARK RICHARD PYNE 155,484

MR MARK SELBY 378

MR MARK STEPHEN HAMER 124

MR MARK STEVEN MASSARELLA 1,000

MR MARK SUMMERS 800

MR MARK WHITTLE 1,000

MR MARK WILLIAM REES 6

MR MARK WILLIAM WARRIOR 72

MR MARK YEO 774

MR MARKUS RELPH 4,264

MR MARSHALL GARY WALKER 4,000

MR MARSHALL KENNETH DAGGER 1,298

MR MARTIN ANDREW GRANT 42,525

MR MARTIN BRIAN ROSBOTHAM 522

MR MARTIN FRANCIS FERRIDAY 2,250

MR MARTIN FROUDE 735

MR MARTIN GEOFFREY LAWSON 200,000

MR MARTIN JAMES WALKER 263

MR MARTIN JOHN HARDGRAVE GOODSON 512

MR MARTIN JOHN MCLOUGHLIN 7,284

MR MARTIN JOHN SMITH 215

MR MARTIN LIONEL BENTHAM 5,000

MR MARTIN MONRO 11,800

MR MARTIN SADLER 918

MR MARTIN WILSON 743

MR MARTYN JOHN LOVEJOY 414

MR MATHEW DAVID WOOD 2,150

MR MATHEW SALISBURY 10

MR MATTHEW ALEXANDER SILLS 30

MR MATTHEW ELSON 159

MR MATTHEW JAMES SHAW 346

MR MATTHEW LYONS 1,500

MR MATTHEW SIMON MARK ROBINSON 6,427

MR MATTHEW WALDRON 521

MR MAURICE AUSTIN 700

MR MAURICE CRITCHLEY 3,500

MR MAZHAR HUSSAIN 3,000

MR MEHMET FERMAN DOGAN 5,449

MR MEIRION JONES 426

MR MELVYN JOHN WILLIAMS 600

MR MICHAEL ANDREW HAYWARD 423

MR MICHAEL ANTHONY CARTER 545

MR MICHAEL ANTHONY HOTTON 750

MR MICHAEL ASHWORTH 7,000

MR MICHAEL DAVID STEFANYSZYN 1,103

MR MICHAEL DENIS CASSIDY 2,094

MR MICHAEL GERALD FINN 300

MR MICHAEL HALLIWELL 2,000

MR MICHAEL HAMMOND 50

MR MICHAEL HELLEN 1,024

MR MICHAEL HOPKINS 2,726

MR MICHAEL HYNES 149

MR MICHAEL JAMES 1,000

MR MICHAEL JOHN BUCHAN 100

MR MICHAEL JOHN EVANS 7,000

MR MICHAEL JOHN EYRE 426

MR MICHAEL JOHN HANDLEY 7,725

MR MICHAEL JOHN HIRD FOULSTON 1,800

MR MICHAEL JOHN SEDDON 1,113

MR MICHAEL JOHN STEPHENS 556

MR MICHAEL JOHN WEBB 512

MR MICHAEL KENNEDY 73,930

MR MICHAEL LACEY 16,012

MR MICHAEL LEONARD DAVIS 1,280

MR MICHAEL LYONS 12,127

MR MICHAEL MCNAMARA 21,501

MR MICHAEL PATRICK DURKIN 3,636

MR MICHAEL PATRICK O'CONNELL 545

MR MICHAEL PETER LEE 5,000

MR MICHAEL PHILIP CLARK 300

MR MICHAEL RICHARD HANNAH 30,000

MR MICHAEL RIMMER 172

137

MR MICHAEL ROBERT CHARLES 560

MR MICHAEL ROBERT EWERS 272

MR MICHAEL STUART LAWRENCE 256

MR MICHAEL TATE 1,000

MR MICHAEL THOMPSON 483

MR MICHAEL WHARAM 20,000

MR MICHAEL WILLIAMS 1,500

MR MICHAEL WIMSEY 6

MR MICHEAL MCNAMARA 15,759

MR MIKE YEOMANS 213

MR MILES BINGHAM 1,485

MR MILES HOWARD 193

MR MILES JONATHAN MURPHY 95

MR MOHAMMAD SHAIB 40,000

MR MOHAMMAD SHARIF 7,049

MR MOHAMMED ASLAM 6,000

MR MOHAMMED PARVEZ 1,365

MR MOHINDER BHARDWAJ 287

MR MOHSEN NEKOUZAD 800

MR MOZAFAR RODFAR 37,000

MR NATHAN JOHN PIPER 4,350

MR NATHAN SALISBURY 10

MR NEIL DARREN FITZPATRICK 2,223

MR NEIL DAVID PARSONS 852

MR NEIL FREDERICK PHILLIPS 200

MR NEIL HANSON 379

MR NEIL MARSHALL 200,000

MR NEVILLE BREAKSPEAR 1,000

MR NEVILLE JOHN MCWILLIAMS 200

MR NICHOLAS APOSTOLIDES 20

MR NICHOLAS CHARLES HARTOG 941

MR NICHOLAS NEWTON TUCKER 4,000

MR NICHOLAS PATTERSON WILSON 5,687

MR NICKLAUS DAVID HAMILTON 2,300

MR NIGEL CHRISTOPHER EMSON 230

MR NIGEL GOODMAN 3,499

MR NIGEL KENNY 6,800

MR NIGEL KING 676

MR NORMAN BROWN SCOTLAND JACK 2,000

MR NORMAN CHARLES PEMBERTON 876

MR NORMAN SHERRINGTON 917

MR ONKAR SINGH SAJJAN 118

MR PANKAJ PATEL 558

MR PATRICK BRENNAN 47,987

MR PATRICK JAMES DOYLE 11,363

MR PATRICK JOSEPH GREENE 3,074

MR PAUL ALEXANDER EWING 500

MR PAUL ANDREW O'NEILL 100,000

MR PAUL CAHILL 1,598

MR PAUL CHESTERMAN 1,332

MR PAUL CHRISTOPHER JULIAN STONE 201

MR PAUL COSTA 20,833

MR PAUL DAWSON 500

MR PAUL FINCH 770

MR PAUL GLEDHILL 5,842

MR PAUL GREGORY 140

MR PAUL HERBERT 3,941

MR PAUL IAN WELLS 1,260

MR PAUL LEONARD SHEEDY 2,105

MR PAUL MARSHALL 3,500

MR PAUL MICHAEL STAFFORD 820

MR PAUL MOLYNEUX 108,868

MR PAUL MONTAGUE LA PLAIN 2,000

MR PAUL MONTGOMERY 550

MR PAUL MORRIS 3

MR PAUL NICHOLAS MORRIS 1,040

MR PAUL O'BYRNE 1,000

MR PAUL PANNELL 2,438

MR PAUL PETER MURPHY 5,948

MR PAUL RIMMER 110,851

MR PAUL ROBERT FOX 30

MR PAUL RONALD LAPPIN 5,416

MR PAUL SHEPHERD 388

MR PAUL SHORE 750

MR PAUL SMITH 1,656

MR PAUL STILES 5,000

MR PAUL THOMAS QUINN 25,270

MR PAUL TREGUNNO 600

MR PAUL WILKINSON 710

MR PERCY DOUGLAS BLINKO 34

MR PETER ALAN CREAK 5,000

MR PETER ALAN ELLIOTT-GREEN 2

MR PETER ANDREW KNOWLES 7,046

MR PETER BARRY ROBINSON 500

MR PETER BELL 6

MR PETER BROOKES 4,226

MR PETER CLARK 1,152

MR PETER CORNELL 40

MR PETER DAVID MARTIN 819

MR PETER DIPLOCK 130,000

MR PETER EDWARD PUDDEFOOT 100

MR PETER EDWARD WILSON 200

MR PETER EGGLESTON 13,934

MR PETER EMERSON JONES 13,396

MR PETER FREDERICK JORDAN 532

MR PETER GEORGE BATEMAN 10,000

MR PETER GILLOTT 1,486

MR PETER GORDON REEVES 1,464

MR PETER HARDING 922

MR PETER HARLEY ANDERSON 1,000

MR PETER HARRISON 500

MR PETER HOWARD BIRD 2,000

MR PETER JAMES DICKINSON 1,632

MR PETER JAMES THOMAS BRADFIELD 20,000

MR PETER JAMES VICTOR POWELL 512

MR PETER JOHN GLOVER 3,636

MR PETER JOHN GREEN 5,000

MR PETER JOHN HOLLING 1,000

MR PETER JOHN LLOYD 640

MR PETER JOHN LUCAS 1,630

MR PETER JOHN PRESTON 2,046

MR PETER JOHN WHEATLEY 250

MR PETER JOHN WHITEHEAD 282

MR PETER LAVIS 3,179

MR PETER MCCOURT 7,481

MR PETER MICHAEL WEST-WATSON 750

MR PETER MIZZI 1,000

MR PETER RICHARD GROOM 30,562

MR PETER ROBERT HARTLEY 1,332

MR PETER ROGERSON 4,910

MR PETER RONALD 268

MR PETER ROWE 389

MR PETER SMITH 963

MR PETER SYMON BARNETT 251

MR PETER WILD 1,065

MR PETER WILLIAM BROOKES 10,000

MR PETER WILLIAM DAVIDSON BARRELL 150

MR PHILIP BIRKS 10,000

MR PHILIP DAVID GOODWIN 308

MR PHILIP EDWARD NEALE 1,375

MR PHILIP FRANCIS COSGROVE 4,000

MR PHILIP JAMES MCCULLAGH 316

MR PHILIP JOHN TIPPING 874

MR PHILIP KENNETH RUSTON 100

MR PHILIP LEWIS 1,797

MR PHILIP NELLIS 378

MR PHILIP NORMAN CROSS 340

MR PHILIP RONALD OWEN 409

MR PHILIP STEPHEN PRYKE 7,500

MR PHILIP TUCKER 620

MR PHILIPPES MICHEL CRISP 409

MR PHILLIP ADRIAN WATSON 660

MR PRAMOD UTTAMLAL 1,000

MR QUINTIN WEIR 180

MR RACHHPAL DAWETT 5,000

MR RAJINDER KARWAL 212

MR RALPH CATCHPOLE 136

MR RAM RACH PAUL JAIN 400

MR RAMESH HIRA PANKHANIA 632

MR RAMESH KUMAR GANDHI 1,598

MR RAMIN SHAMSOLAHI 200

MR RAMZI SAWISSI 6,000

MR RAYMOND ANDERSON 592

MR RAYMOND ARTHUR FIVEASH 344

MR RAYMOND BRYAN HEALD 666

MR RAYMOND FRANCIS NOY 430

MR RAYMOND FRAY STEWART 460

MR RAYMOND LINES 70

MR RAYMOND PAUL OBRIEN 1,000

MR RAYMOND WALTER BUGG 213

MR REGINALD JEFFREY FREDDY LEIGH 44

MR REX HORNBY 7,131

MR RICHARD BRIAN BARDON 236

MR RICHARD CHARLES SWEDEN 100

MR RICHARD DE SAEGER 540

MR RICHARD EAGER 830

MR RICHARD EVANS 3,431

MR RICHARD FRASER GRAINGER 2,000

MR RICHARD GUY HARING 446

MR RICHARD HUGH JONES 252

MR RICHARD JOHN FRASER JEANS 500

MR RICHARD JOHN LANGHAM 6,000

MR RICHARD JOHN MARCH 15

MR RICHARD MALLET 500

MR RICHARD MICHAEL JONES 570

MR RICHARD MURRY ORSBORN 1,034

MR RICHARD PAUL WOODFORD 120

MR RICHARD STUBBS 46,434

MR ROBERT ARTHUR COLLIN 7,500

MR ROBERT BRYCE HASELL-MCCOSH 840

MR ROBERT EDWIN JONES 2,250

MR ROBERT FREDERICK ROBINSON 208

MR ROBERT GEORGE GAUCHERON SEAR 2,000

MR ROBERT HAROLD VICTOR BEASLEY 803

MR ROBERT HOUGH 40,000

MR ROBERT IAN HALL 287

MR ROBERT JAMES STERRY 1,000

MR ROBERT JAMES WEBB 180

MR ROBERT JOHN KNIGHT 1,192

MR ROBERT LEON GALKOFF 4,000

MR ROBERT MARTIN BAINES 421

MR ROBERT MICHAEL WAYGOOD 1,000

MR ROBERT NIGEL JAMES 300

MR ROBERT SIMON MARKS 1,000

MR ROBERT WATSON WARNOCK 200

MR ROBERT WAYNE ATKINS 1,000

MR ROBERT WILLIAM HUGHES 390

MR ROBERT WINGATE MCALPINE 545

MR ROBIN ANDREW NAYLOR 1,974

MR ROBIN BREACH 59

MR ROBIN EGERTON CLILVERD 110

MR ROBIN FERGUSON 5,030

MR ROBIN JOHN KYNASTON 360

MR ROBIN MAXWELL MCINTOSH 1,065

MR ROBIN MCINTOSH 1,000

MR RODGER ANDREW MARTIN STOCKS 400

MR RODI OKORODUDU 5,000

MR ROGER ALBERT MARTIN 593

MR ROGER CRAIG BELL 2,009

MR ROGER ERNEST MANBY 1,065

MR ROGER FOWLER 500

MR ROGER GRAHAM OSBOURNE BROWNE 5,000

MR ROGER KILBURN 3,636

MR ROGER NAPPER 1,000

MR ROLAND ALUN PIERCE 300

MR RONALD BOLTON 1,065

MR RONALD DEMAIN 2,050

MR RONALD JAMES BOND 589

MR RONALD JOHN DENSLEY 800

MR RONALD MICHAEL HENE 2,800

MR RONALD PESTELL 213

MR RONALD SMEDLEY 230

MR ROSS ANTHONY PARRY 1,000

MR ROSS CROMPTON CROOK 912

MR ROSS MITCHELL FREEMAN 49

MR ROSS YOUNG 20

MR ROY DUNCAN BAKER 43

MR ROY GARNER 184,317

MR ROY MARK PEMBERTON 200

MR ROY STANLEY SMART 746

MR ROY TIMOTHY EATOCK 1,200

MR ROY WILLIAM DEAKIN 15

MR ROY WILSON 160

MR SAILESH KHANDERIA 400

MR SAMUEL ROBERT BUDD 1,148

MR SEAN BATTY 3,449

MR SEAN MICHAEL CARR TAYLOR 426

MR SEAN SANDHAM 2,225

MR SHAMIEM AHMED 213

MR SHAUN NEIL CUNLIFFE 527

MR SHAUN PETER O' HANLON 1,000

MR SHAUN THOMAS BAILES 300

MR SIMON CARSBERG 466

MR SIMON GLENN OFFORD 570

MR SIMON HILLS 911

MR SIMON JONATHON BRIMLEY 8,867

MR SIMON LISK 200

MR SIMON MARK RAMSBOUTOM 20

MR SIMON MARSHALL 3,000

MR SIMON MICHAEL PRIEST 5,553

MR SIMON NICHOLAS CORLESS 188

MR SIMON NICHOLAS ROBINSON 92,868

MR SIMON ROBERT KYNASTON 312

MR SOLOMON KEHELA 1,020

MR STANLEY BAXTER 1,065

MR STANLEY GREEN 400

MR STANLEY HAGUE WILSON 1,950

MR STANLEY LEONARD DICKIN 4,000

MR STANLEY SNODGRASS 9,000

MR STEPHEN BERNARD STREATER 1,822

MR STEPHEN BUNNEY 50

MR STEPHEN CHARLES BUNTING 2,000

MR STEPHEN DAVIES 713

MR STEPHEN DEEHAN 2,700

MR STEPHEN EDWARD SUDWORTH 512

MR STEPHEN FLAVELL 2,186

MR STEPHEN HICKEY 213

MR STEPHEN HOWLAND 20,000

MR STEPHEN JAMES WAITE 16

MR STEPHEN JOHN EASTON 297

MR STEPHEN LODGE 4,621

MR STEPHEN MCTAGGART 100

MR STEPHEN PAGE 239

MR STEPHEN PAUL MELIA 440

MR STEPHEN PETER BRAZIER 55,000

MR STEPHEN ROBERT LEE 110

MR STEPHEN ROLAND LEATHER 5,125

MR STEPHEN SETTLE 550

MR STEVE JOHN WRIGHT 272

MR STEVEN ALLEN 8,600

MR STEVEN CASS 68

MR STEVEN CONWAY 230

MR STEVEN DENNIS HOCKING 172

MR STEVEN FRANK SMITH 8,773

MR STEVEN GAME 666

MR STEVEN HOWARD REES 31,000

MR STEVEN JOHN WILLIAMS 350

MR STEVEN RAYMOND GRIFFITHS 2,254

MR STEVEN ROBINSON 6

MR STEVEN SIDGWICK 40

MR STEVEN WAYNE ROYAL 2,029

MR STEVEN WILLIAM TOMKINS 1,081

MR STEWART FERGUSON MCNAUGHTON 320

MR STUART ALEXANDER KILPATRICK 3,000

MR STUART BRAMHILL 500

MR STUART DARREN TERRENCE ACHILLES 400

MR STUART GIBBONS 2,500

MR STUART JAMES CARR 2,000

MR STUART MICHAEL PAUL 111

MR STUART MIDDLEMISS 15,634

MR STUART ROWLAND 300

MR STUART WILLIAMSON 2,000

MR TAHER MAHAMUD MUGHAL 4,552

MR TERANCE PATRICK HENNESSEY 1,000

MR TERENCE GRIFFIN 637,723

MR TERENCE LEONARD ATHERTON 936

MR TERRY BLOWER 94

MR THAKOR MISTRY 400

MR THOMAS ALAN CLARK 16,500

MR THOMAS ALAN ROBERTS 500

MR THOMAS ASTON 1,600

MR THOMAS CLARKE 256

MR THOMAS DEREK OLDHAM 2,000

MR THOMAS JOHN LAFFERTY 400

MR THOMAS JOSEPH BOLES 2,000

MR THOMAS LEONARD 1,040

MR THOMAS MARTIN MAINWARING 596

MR THOMAS MICHAEL JOHN COPPOCK 4,000

MR THOMAS NICHOLAS CORLESS 300

MR THOMAS REYNOLDS 2,000

MR THOMAS RICHARD ANDREW HIGHAM 409

MR THOMAS ROY CALLANDER 200

MR THOMAS STEPHEN CHUBB 4,000

MR TIMOTHY BLACKHURST 10,000

MR TIMOTHY HUGO BYWAY MILLSOP 188

MR TIMOTHY JOHN ABBOTT 35,000

MR TIMOTHY JOHN GALLEY 408

MR TIMOTHY JOHN HILTON 1,203

MR TIMOTHY JONATHAN BICKMORE 80

MR TIMOTHY PERKINS 166

MR TIMOTHY WEBB 500

MR TOM PATTISON CRAIG 1,000

MR TREVOR ANTHONY CAPSTICK 1,279

MR TREVOR CHRISTOPHER COOK 3,000

MR TREVOR DUKES 10,000

MR TREVOR PLATT 7,000

MR TREVOR PRESCOTT 500

MR TREVOR WALLACE 55,743

MR VASILE TEOFIL BARBU 53,430

MR VERNON CHARLES LADE 1,000

MR VICTOR BEHCHET 800

MR VICTOR GRAHAM 2,000

MR VICTOR JOHN PETER HORNIBLOW 3,038

MR VICTOR STANLEY SAWKINS 500

MR VINCENT JOSEPH LEARY 273

MR VINCENT WILLIAM BAKER 27

MR VINODRAY FULABHAI AMIN 9,000

MR VISHAL PATEL 1,378

138

MR WALEED ATTICK ABDUL RAHMAN 700

MR WARREN HAND 4,120

MR WESLEY WHITE 1,000

MR WILFRED ARTHUR WILSON 200

MR WILLIAM ALLEN 376

MR WILLIAM BRIMLOW WALKER 5,000

MR WILLIAM COOPER 2,000

MR WILLIAM DAVID STARKEY 104

MR WILLIAM DAVID TRIMBLE 20,000

MR WILLIAM DOWLING 83,370

MR WILLIAM ELDERKIN 1,245

MR WILLIAM FREDERICK HARBER 2,000

MR WILLIAM GEORGE INGHAM 410

MR WILLIAM GEORGE WHITTAKER 600

MR WILLIAM HUMPHREYS 416

MR WILLIAM JOHN HOBS 8,000

MR WILLIAM JOHN LUCAS 18,000

MR WILLIAM JOHN PATTERSON 1,790

MR WILLIAM LEYLAND 45,761

MR WILLIAM NICHOLAS WALFORD 500

MR WILLIAM STARKEY 156

MR WILLIAM THOMAS KAYE 2,500

MR WILLIAM VIPOND 2,146

MR WINSTON JOSEPH BLACKSHAW 2,013

MR ZENON KYTHREOTIS 200

MR ZULFIKAR VAZIFDAR 545

MR. MARTYN TREMAYNE HILL 2,663

MR. ROGER GOUGH 61,424

MRS AILSA JANE SKITTERY 1,629

MRS ALIA SERWAT TAMIMI 100

MRS ALICE ADELAIDE WHITE 1,200

MRS ALISON AMANDA LOUISE GREENSLADE 4,000

MRS ALISON BETTY GRIDLEY 500

MRS ALISON JONE GOMER 5,000

MRS ALISON JULIA PURVIS 223

MRS ALISON MARY YOUNG 291

MRS AMANDA BIRKITT 2,000

MRS AMANDA HESKETH 3,440

MRS AMANDA JAYNE CARTLEDG 74

MRS AMY MARSTON 160

MRS ANDREA JANE LORD 7,000

MRS ANDREA KAVANAGH 20

MRS ANGELA ALARONI 1,400

MRS ANGELA BROWN 5,000

MRS ANGELA MARY DAVIES 29

MRS ANGELA RUTH ZAIDI 4,000

MRS ANITA JANE HAMMOND 40

MRS ANN ASHTON 104

MRS ANN CREGEAN HOLDEN 700

MRS ANN ELISABETH BERTRAM 655

MRS ANN ELISABETH WHITMORE 1,000

MRS ANN FRANCES TAYLOR 5,064

MRS ANN HART 200

MRS ANN JANE DANKS 860

MRS ANN KATHERINE MERCER 1,818

MRS ANN MARGARET FAIRLEY 239

MRS ANN PATRICIA MCQUEEN 117

MRS ANN PILLING 1,000

MRS ANN STYLES 400

MRS ANNABEL JANE BRIGGS 941

MRS ANNE CHRISTINA WARD 336

MRS ANNE FAIRHURST 1,480

MRS ANNE MARY ELLEY 230

MRS ANNE MOORE 100

MRS ANNE ROGERS 500

MRS ANNE SHEILA PURVIS DEVESE 1,500

MRS AUDREY FLORENCE ANN STAPLETON 400

MRS AYSE OYUNCU 362

MRS BARBARA BANNISTER 237

MRS BARBARA BROOKES 2,000

MRS BARBARA CAROL MELHUISH 460

MRS BARBARA HILDA WILLIS 2,496

MRS BARBARA HUGHES 1,637

MRS BARBARA JOAN WAKELIN 1,000

MRS BELINDA JANE WILDE 104

MRS BERERLY ANNETTE ALEXANDER 560

MRS BERNADETTE EMMS 483

MRS BERYL MELLING 100

MRS BETTY FAULDS 2,000

MRS BRENDA JEAN SPRIGGS 430

MRS BRENDA MURIEL WHITAKER 1,280

MRS BRENDA RUTH SYMES 9,600

MRS CAROL ANN SMETHURST 1,020

MRS CAROL ANN WILLIAMS 571

MRS CAROL BATTLE 1,024

MRS CAROL EVA JARRETT 1,000

MRS CAROL JEANNETTE DAWSON 456

MRS CAROLE ALICIA GREGSON 2,844

MRS CAROLE ANDREA SLINGSBY 760

MRS CAROLINE ANN BROWN 65,000

MRS CAROLINE JANE HEAP 156

MRS CAROLINE LOUISE GREGORY 3,148

MRS CAROLINE MARGARET JACKSON 67

MRS CAROLINE MELANIE GOODER 644

MRS CATHARINE MARY OLDROYD 250

MRS CATHERINE ELIZABETH HYSLOP 460

MRS CATHERINE OLLERTON 524

MRS CATHERINE WINIFRED OLLERTON 12,949

MRS CERI BARBARA WOOD 4,315

MRS CHANDRIKABEN MANEKLAL PATEL 1,000

MRS CHRISTINA CAROL WILLIAMS 6,265

MRS CHRISTINE ANN BARON 280

MRS CHRISTINE ANNE BEDWELL 900

MRS CHRISTINE DOROTHY COUPE 400

MRS CHRISTINE KUAN CHAN 426

MRS CHRISTINE LEWIS 252

MRS CHRISTINE MILLS 1,780

MRS CHRISTINE PROBERT 4

MRS CHRISTINE SANDELL 20

MRS CLAIRE JOANNE DAVEY 200

MRS CLARE STANLEY 142

MRS CONSTANCE MAUREEN BUTTERWORTH 5,000

MRS CORRIN HELEN BUXTON 200

MRS CSILLA WINETROUBE 200

MRS CYNTHIA IRWIN 148

MRS CYNTHIA MARGARETT WATSON 1,250

MRS DAPHNE HOWARD CLARKE 432

MRS DAVELLA WINIFRED BUCK 222

MRS DEBORAH ANNE CLARK 1,932

MRS DEBORAH ELIZABETH MORRIS 1,068

MRS DEBORAH FIRTH 9,578

MRS DEBORAH HIGHAM 860

MRS DEIRDRE HERMINE COPPOCK 2,500

MRS DENISE ANN LOVEJOY 6,820

MRS DENISE ASPINALL 124

MRS DENISE GALLAGHER 713

MRS DIANA ELIZABETH WATERS 53

MRS DIANA LOUISE MILLAR 874

MRS DIANA MORGAN 600

MRS DIANE PATRICIA CHERRILL 70

MRS DIANNE MARGARET OAKLEY 71

MRS DIANNE MARY TERESA TILBROOK 11,000

MRS DOMIMIQUE GILSENAN 10

MRS DORA FREDA RUTH CUNNINGHAM 100

MRS DORA MARY LIVINGSTONE 8,480

MRS DOREEN POOLE 620

MRS DOREEN POSTLEWAITE 200

MRS DOROTHY ALEXANDER SIM 371

MRS DOROTHY ALICE WALKER 436

MRS DOROTHY ANNE BROTHERSTON 346

MRS DOROTHY BEAUMONT 4,000

MRS DOROTHY BYRNE 1,600

MRS DOROTHY COWARD 250

MRS DOROTHY HARPER GRAHAM 1,000

MRS DOROTHY HOWARTH 600

MRS DOROTHY JOAN BOFFEY 440

MRS DOROTHY JOAN SMITH 100

MRS DOROTHY JOYCE MOSS 542

MRS EDITH ROSALIND ROBERTS 624

MRS EDNA HOLMES 2,728

MRS EILEEN GLADYS EDWARDS 3,074

MRS EILEEN JANE ROBERTS 370

MRS EILEEN MELLING 4,000

MRS EILEEN PATRICIA SMITH 1,040

MRS ELAINE SAVAGE 800

MRS ELIZABETH ALICE DOHERTY 2,458

MRS ELIZABETH COX RAESIDE 500

MRS ELIZABETH FROUD 409

MRS ELIZABETH GRACE HUGHES 800

MRS ELIZABETH LOGIE LORD 12,000

MRS ELIZABETH MARIANNE HUNT 200

MRS ELIZABETH MOSSMAN SUDDER 1,939

MRS ELIZABETH MUNRO ABERCROMBIE 300

MRS ELIZABETH VICTORIA TAYLOR 872

MRS ELLA NORA BURNETT 768

MRS ELSIE GRADY 208

MRS ELSIE STELLA CORDELL 300

MRS ELSPETH GRANT ANDERSON 1,300

MRS EMILY MARY WATKINSON 400

MRS EMMA CHRISTINA ARNOLD 1,096

MRS ERYL DENISE HARDWICK 300

MRS ETHEL GEARS 1,000

MRS EVE VICTORIA HEWER 2,382

MRS EVELYN IRENE VAUGHAN 2,911

MRS FAY GILES 160

MRS FLORENCE THERESA EDMONDSON 200

MRS FRANCES ANNE EATON 900

MRS FRANCES FERGUSON 1,376

MRS FREDA BLACKBURN 200

MRS FREDA RATICAN 192

MRS GAYNOR HESLETT 250

MRS GAYNOR SOPHIA ROBERTS 4,000

MRS GEORGINA ELSIE HARDACRE 16,954

MRS GHAZALA NASEEM 492

MRS GILLIAN ANNE LEE 100

MRS GILLIAN BARNES 80

MRS GILLIAN FLETCHER 1,287

MRS GILLIAN HARRIET SIMONS 305

MRS GILLIAN HUGHES 178

MRS GILLIAN LYNDA PALMER 200

MRS GISA MATTOCK 121

MRS GLADYS SHANNAN 409

MRS GLENDA WILLIAMS 700

MRS GLORIA SHUREY 4,653

MRS GRACE HELEN PAT HOLLANDS 600

MRS GWEN PEACOCK 1,239

MRS GWENDOLINE JOAN JOYCE 600

MRS GWENDOLINE MASEY 400

MRS GWYNNETH CORLESS 500

MRS HANNAH CLAYTON 256

MRS HAZEL BARBARA KONICKI 124

MRS HEATHER ANDREA JACKSON 316

MRS HEATHER MAY LONG 520

MRS HELEN DORA SADLER 3,000

MRS HELEN MARSHALL LOUDON WALKER 551

MRS HELEN MARY DAVIES 3,000

MRS HELEN STEELE 1,360

MRS HELEN SUSANNA VAN ROSE 1,000

MRS HELEN WALL 104

MRS HELENA CHIARA DILLEA 474

MRS HELENA HAMMOND 1,040

MRS HELGA BLAKE 1,065

MRS HILARY ANN INLGIS 500

MRS HILARY JANE COX 257

MRS HILARY JOYCE WILLIAMS 973

MRS HINDERIKA JOHANNA MARIA MIRZA 530

MRS IGNES CONCEPTION DE SOUZA 700

MRS IRENE DICKERSON 457

MRS IRENE NOON 4,191

MRS IRENE ODONOGHUE 77

MRS IRIS DOORBAR 5,000

MRS IRIS STEWART 121

MRS JACQUELINE BLADON 272

MRS JACQUELINE ELIZABETH WYATT 292

MRS JACQUELINE TONGE 1,325

MRS JACQUELINE WALSH 254

MRS JACQUI SWALES 1,000

MRS JANE CATHERINE STREET 1,516

MRS JANE ELIZABETH RILEY 1,690

MRS JANE FORRESTER STEVENSON 1,560

MRS JANE MARY MCCUE-LOUVET 200

MRS JANE WINIFRED YOUNG ELGEY 200

MRS JANET ANN FOWLER 2,000

MRS JANET BILSLAND MCAINSH 1,000

MRS JANET CLEGG 160

MRS JANET DAY 500

MRS JANET ELISABETH ROWLAND-WHITE 400

MRS JANET MARY MORRISH 500

MRS JANET PHILLIPS 400

MRS JANET SIMPSON 1,000

MRS JANET STOCKLEY 600

MRS JANET SUSAN BLACKLEDGE 204

MRS JANET WILLIAMS 600

MRS JANICE CATHERINE CHEERS 94

MRS JANICE CONSTANCE ROBERTS 426

MRS JANICE MARGARET EATOUGH 800

MRS JANINE TAYLOR 6,048

MRS JATINDER KAUR 3,548

MRS JAYMINI PATEL 12,000

MRS JAYNE ASPINALL 2,000

MRS JEAN BARBARA LATHAM 2,000

MRS JEAN CLARK GRAY ALLISON 708

MRS JEAN DUNN 2,150

MRS JEAN ELAINE HILL 224

MRS JEAN HEATHER TAYLOR 2,560

MRS JEAN HIGSON ASPIN 1,000

MRS JEAN MARGARET BEAUMONT 600

MRS JEAN MARGARET BEER 600

MRS JEAN MARGARET GREGOR 1,600

MRS JEAN MARGARET WHALLEY 2,664

MRS JEAN MARGARET WHITE 500

MRS JEAN MICALLEF 66

MRS JEAN ROSE ELMS 1,000

MRS JEAN SHAW 250

MRS JEAN WARBURTON 800

MRS JEAN WARD 576

MRS JEANNE GOOSTREY LLOYD 1,840

MRS JENNIE MAIR LITTLEJOHNS 200

MRS JENNIFER CHERYL WHITE 1,000

MRS JENNIFER HELEN ROWLAND 1,116

MRS JENNIFER MARGARET NICHOLSON 3,040

MRS JENNIFER MARY WILSON 512

MRS JENNIFER SUSAN MARTIN 17,000

MRS JILL BARBARA GOFF 426

MRS JILL BROWN 110

MRS JILL COLLIGHAN 307

MRS JILL HUGHES 2,049

MRS JILL PAULINE TUNNICLIFFE 200

MRS JOAN ELIZABETH GIRLING 1,108

MRS JOAN HANDLEY 600

MRS JOAN HAWKINS 1,424

MRS JOAN MCCORMICK 400

MRS JOAN OLIVE SCHIMMEL 442

MRS JOANNA ANANDAPPA 400

MRS JOANNA JANE PAGE 1,500

MRS JOANNE CLAIR HOAREAU 2

MRS JOANNE HIGHAM 2,228

MRS JOANNE LYNNE HIGHAM 4,450

MRS JOANNE MARGARET ADAMS 685

MRS JO-ANNE ROSCOE 213

MRS JOANNE SARAH WILLIAMS 420

MRS JOHANNA DUNCALF 2,000

MRS JOSCELYN HOYLE 411

MRS JOSCELYN MOIRA SELINA HOYLE 10,248

MRS JOSEPHINE ANNE BELL 477

MRS JOSEPHINE BROWN 300

MRS JOY NUTTEN 294

MRS JOYCE ANNE FINNEY 256

MRS JOYCE BLENCH 930

MRS JOYCE EDNA BEATRICE CUMMINGS 262

MRS JOYCE ELIZABETH HINITT 900

MRS JUDITH DEANNE THURLOW 1,000

MRS JUDITH GRACE WOODS 684

MRS JUDITH JOLLEY 330

MRS JUDITH MERRY SAINSBURY 953

MRS JUDITH READ 400

MRS JULES HOUSECROFT 13,070

MRS JULIA JANE LAWLER 338

MRS JULIA MARGARET MEDCALF 3,500

MRS JULIA MARSHALL 136

MRS JULIE BURNS 3,613

MRS JULIE MARGARET BRADY 373

MRS JULIE STOREY 2,000

MRS JULIE WAKEFIELD 1,755

MRS JULIEANNE DICKINSON 351

MRS JULIET MARY MELLAND JONES 800

MRS JUNE BROOKS 192

MRS KAREL PITT 400

MRS KAREN BAKER 204

MRS KAREN CROFT 319

MRS KAREN LOUISE WELLS 400

MRS KAREN PAUL 7,072

MRS KARRAN DAWN WARDLE 500

MRS KATE WITHERS 60

MRS KATHARINE ENGLAND 2,325

MRS KATHERINE LOUISE HOWARD 200

MRS KATHERINE LOUISE WALKER 258

MRS KATHLEEN BAINES 5,084

MRS KATHLEEN COOPER 1,492

MRS KATHLEEN JOYCE LEITCH 506

MRS KATHLEEN KELLY 55,285

MRS KATHLEEN MARY LUMB 5,124

MRS KAYE HOGAN 24,167

MRS KRYSTYNA THOMPSON 1,800

MRS LESLEY ANNE CRAIG 200

MRS LESLEY ANNE STEVENS 1,800

MRS LESLEY JANE RYDER 1,040

MRS LESLEY RYDER 4,680

MRS LIAN CHOO LIANG 2,080

MRS LILIAN COAN 574

MRS LINDA ANN SMITH 900

MRS LINDA MARY HUTTON 136

MRS LINDA SUSAN NELSON 1,060

MRS LINDA VALERIE BOOTH 2,000

MRS LORNA WINIFRED SKELLY 655

MRS LORRAINE LORD 56

MRS LOUISE HEATHER WILSON 696

MRS LOUISE MARGARET RIDING 426

139

MRS LUCY MCFARLANE 1

MRS LYNDA EAST 134

MRS LYNDA GORTON 614

MRS LYNN CHRISTINE HAWORTH 300

MRS LYNNE HELM 5,000

MRS LYNNE THOMAS 228

MRS MABS ROACH 225

MRS MAGDA BLOOM 1,000

MRS MAGDALENA SECHSTINA MACLELLAN 400

MRS MAJELLA BURNS 359

MRS MALA SIVAKUMAR 400

MRS MARCIA LENNON 20,498

MRS MARGARET ALISON WINSTANLEY 2,000

MRS MARGARET ANN JEFFERSON 432

MRS MARGARET ANN KONIGSFELDT 2,065

MRS MARGARET ANN PANES 500

MRS MARGARET BERRY 1,500

MRS MARGARET ELIZABETH SHIPTON 468

MRS MARGARET FLORENCE GRIMWOOD 1,100

MRS MARGARET GREENFIELD HARVEY 200

MRS MARGARET HEATHER HAMMOND 187

MRS MARGARET HELEN THOMAS 1,000

MRS MARGARET HOLLAND 153

MRS MARGARET HOPPER 5,000

MRS MARGARET JEAN NASH 272

MRS MARGARET JOAN JACKSON 10,584

MRS MARGARET JONES 750

MRS MARGARET LOBLEY 3,000

MRS MARGARET MARY BRAGG 80

MRS MARGARET MARY MARSDEN 198

MRS MARGARET ORMROD 570

MRS MARGARET RUTH LOCKYER 1,000

MRS MARGARET SIMPSON ANDERSON 1,200

MRS MARGARET TEGWEN DAVIES 250

MRS MARGARET VALDA LAWES 1,304

MRS MARGARET WINIFRED ANTHONY 200

MRS MARIA BARROW 800

MRS MARIAN FREDA CALDWELL 470

MRS MARIAN GRACE HILL 104

MRS MARION JANE BROWNING 400

MRS MARION JEAN BYRNE 601

MRS MARION JILLIAN WILDEY 256

MRS MARION LISK 200

MRS MARION SANDGROUND 500

MRS MARJORIE ASHCROFT 200

MRS MARJORIE ROYLE 385

MRS MARLENE WINIFRED DAVEY 665

MRS MARTHA ELISABETH AINSCOUGH 31,000

MRS MARY ANN LORD 350

MRS MARY ELIZABETH CHAMBERS 614

MRS MARY HELEN KARAOLIS 600

MRS MARY MARGARET HARTLEY 500

MRS MARY OLLERTON 2,702

MRS MARY SMITH 1,309

MRS MARY TAYLOR 696

MRS MARY TRAYNOR 635

MRS MAURA HARTNEY 1,229

MRS MAUREEN ANN KAY 260

MRS MAUREEN BILSBROUGH 639

MRS MAUREEN ELIZABETH SCOTT 102

MRS MAUREEN NELSON 426

MRS MAUREEN VERONICA AULD 210

MRS MAUREEN WATSON 161

MRS MEGAN ELIZABETH JONES 852

MRS MINAXI PARMAR 100

MRS MYRA HAMILTON EWART DAVIS 272

MRS NAJMA DAYA 199

MRS NAVJOT BASI 1,030

MRS NICHOLA JANE PRIEST 1,013

MRS NORMA MARGARET SMITH 1,850

MRS OLIVE GUY 1,639

MRS OLWEN GLADYS JACKSON GRIFFITHS 409

MRS OONAGH JEANETTE CORLETT 8,000

MRS OONAGH MARY ELLIOTT 2,000

MRS PAMELA ANN ORMEROD 251

MRS PAMELA EDITH GREEN 5,000

MRS PAMELA GREENWOOD 2,860

MRS PAMELA SIAN DEAN 30,887

MRS PAMELA YVONNE SILLS 300

MRS PATRCIA BLACKLEDGE 476

MRS PATRICIA ANN REID 2,200

MRS PATRICIA ASPINALL 578

MRS PATRICIA MARGARET BURGESS 239

MRS PATRICIA MARTIN 910

MRS PATRICIA MARY HOUGH 1,280

MRS PATRICIA MATTIN 426

MRS PAULINE JUNE MITCHELL 5,513

MRS PAULINE MARGARET WHEWELL 1,000

MRS PAULINE TAYLOR 8,800

MRS PHILIPPA MARGARET WIDDISON 1,000

MRS PHYLLIS MARGARET RATCLIFFE 818

MRS PRAVINA KISHOR SHAH 2,000

MRS RACHEL MCCALL LUCAS 242

MRS RACHEL VANESSA GRAY 10

MRS RAJINDER CHEEMA 500

MRS RITA KUMARI KAUSHAL 800

MRS ROSALIE JANE TOPAZIO 359

MRS ROSALIE MAUD BORRETT 512

MRS ROSAMOND MARGARET NORMAN 275

MRS ROSE CRISTINE MILLER 800

MRS ROSEMARY CLARE STENHOUSE 5,352

MRS ROSEMARY ELIZABETH CARR 2

MRS ROSEMARY ESTELLE MACKIE 504

MRS ROSEMARY HUNSPERGER 7,462

MRS ROSEMARY MACLEOD 2,000

MRS ROSEMARY MARIA GREGORY 36

MRS ROSLYNN GEORGINA CONSTANCE 100

MRS ROWENA BROTHERS 817

MRS RUTH KATHLEEN GRAHAM 1,569

MRS SADHANA RAVINDRA CHURY 800

MRS SALLY ELIZABETH BROWN 100

MRS SALLY HARRIS 338

MRS SALLY JOSEPHINE BIRKS 1,145

MRS SAMANTHA STEVENSON 2,000

MRS SANDRA GARTH 14,094

MRS SANDRA ISOBEL SHANKS 479

MRS SANDRA KAY JACKSON 4,545

MRS SANDRA MASSAM 7,508

MRS SANDRA PATRICIA HODGKINSON 564

MRS SANDRA PATRICIA WILLS 100

MRS SANDRA PETERS 200

MRS SARAH ANDERSON 1,686

MRS SARAH ANN KAUTER 873

MRS SARAH HALIFAX EDMUNDSON 2,550

MRS SARAH MOIRA SMITH PALMER 1,000

MRS SARAH WILDE 1,226

MRS SARAH-JANE ANDREWS 200

MRS SAVITABEN DALSUKH TAILOR 1,404

MRS SHALAGH ALICE MERLE RUSHMERE 1,000

MRS SHAMIM CHAUDHRY 3,000

MRS SHANAZ JANJUA 500

MRS SHARON ANNE GALLAGHER 6,511

MRS SHARON MATHARU 10,000

MRS SHEENA CAMPBELL WRIGHT 686

MRS SHEENA KAY BOAL 200

MRS SHEILA ANNE STEWART PURDIE 400

MRS SHEILA SAVILLE 532

MRS SHERRILL TACY 500

MRS SHERYL DAWN CURR 620

MRS SHIRLEY AMANDA CULLERS 1,086

MRS SHIRLEY HOLT 300

MRS SHONA MALCOLM 100

MRS STELLA JEAN JACKSON 1,172

MRS STEPHANIE JANICE WOODRUFF 16,012

MRS SURJIT KAUR SANGHA 400

MRS SUSAN CONSTANCE TRESADERN 800

MRS SUSAN ELIZABETH RIMMER 10,332

MRS SUSAN ELLIS 462

MRS SUSAN HAMILTON 434

MRS SUSAN JOAN PEREZ 1,000

MRS SUSAN LESLEY DAWSON 634

MRS SUSAN MARJORIE SHAW 112

MRS SUSAN MARSHALL 512

MRS SUSAN MARY PURDON 440

MRS SUSAN SPEAK 7,867

MRS SUSAN WILLIAMSON 430

MRS SUZANNE BOYER 500

MRS SYLVIA ANN BERRY 213

MRS SYLVIA BEATRICE FANTOM 700

MRS SYLVIA FAIRBROTHER 500

MRS TERESA GRAND- SCRUTTON 2,000

MRS TERESA GRAND-SCRUTTON 3,000

MRS TESSA ELIZABETH THOMAS 400

MRS THERESA LINDA ROBINSON 2,185

MRS THERESA ROBINSON 4,263

MRS TONIA GARDNER 135

MRS TRACY LOUISE SAMY 880

MRS TRACY MCCOLGAN 60

MRS ULLA MEHTA 4,500

MRS UMA WADHWANI 2,000

MRS VALERIE WESTWELL 2,131

MRS VARSHA PATEL 529

MRS VERA WILLANS 500

MRS VERNA JOY HOLDEN 450

MRS VERONICA JEAN CHADWICK 133

MRS VIVIAN MARY STANSFIELD 20

MRS VIVIEN REES HEALEY 10,800

MRS VIVIEN REES HEALY 1,200

MRS VIVIENNE RACHEL DOLLIMORE 1,065

MRS WENDY ALEXANDRA KING 500

MRS WENDY ANN DOOTSON 20,907

MRS WENDY ANNE COCKHILL 250

MRS WENDY CAROLINE STEER 611

MRS WENDY WATERS 547

MRS WINIFRED HAZEL BIRD 3,000

MRS WINIFRED SHEAHAN 1,200

MRS ZARINA ABDUL KARIM 650

MS ALIX ELISABETH LONGLEY 749

MS ANN SUSAN DELL 1,024

MS BALVINDER DOHEL 10,000

MS BRENDA GREENHALGH 9,000

MS BRENDA ROWE 4,741

MS CAROLE ANGELA WOMERSLEY 1,575

MS CHARLOTTE DUNCAN 10

MS CHIEKO MINO 948

MS CLARE ALISON GILLETT 55

MS COLETTE MARIE OWEN-BROWNE 92

MS DAISY PIERIS 466

MS EILEEN WORDIE GLOVER 1,600

MS ELAIN SHELIA DEIGHTON 4,000

MS ELIZABETH ROSE JOHNSON 943

MS ELIZABETH RUTH SILLS 30

MS EMILY JANE DE MONTFORT 243

MS FIONA DODDS 2

MS HILARY MARY TULLY 578

MS JACQUELINE MARIE HUGHES 360

MS JACQUELINE MARY CHEETHAM 367

MS JANICE THOMPSON 414

MS JANIS ANN HARDACRE 15,000

MS JEANETTE SLATER 490

MS JESSICA BAILEY 100

MS JOANNA LOUISE HASLOPE 943

MS JOANNE FULLER 1,000

MS JOYCE BEASTALL 4,384

MS JULIA ANNE PARKER 1,600

MS LINDA MARGARET FILEWOOD 60

MS LORRAINE BROWNE 130

MS MARJORIE RATHBONE 5,120

MS NINA SUSAN MAC DONALD 500

MS PATRICIA ANN FROST 514

MS PRUDENCE ELIZABETH PRESTON 1,065

MS SALLY ELIZABETH EARNSHAW 334

MS SHARON WALLACE 11,725

MS SHUKIE YAU 470

MS SUE MOUNSEY 500

MUKESH GIRDHARLAL MAPARA ESQ 640

MUSA KAZI ESQ 200

N W BROWN ISA NOMINEES LIMITED 98,740

N W BROWN NOMINEES LIMITED 58,380

NARESH SANDHIR ESQ 1,500

NASIR AHMED LAKHANPAL ESQ 3,000

NATALE GIAMPA ESQ 468

NATWEST PEP NOMINEES LIMITED 146,597

NBS NOMINEES LIMITED 6

NEDJIB CHOHRA ESQ 150

NEIL ANDREW MEARA ESQ 131

NEIL BHARAT BHIRANGI ESQ 345

NEIL CHRISTOPHER MC KIRGAN ESQ 614

NEIL RICHARDSON ESQ 250

NEW STREET NOMINEES LIMITED 322,960

NIALL CREAGH ESQ 11,742

NIALL MCKIERNON ESQ 4,713

NIBRAM EXPORTS LIMITED 28,000

NICHOLAS ALEXANDER GLASGOW ESQ 3,540

NICHOLAS BORAN ESQ 1,600

NICHOLAS CHARLTON PENRHYS BIRD ESQ 9,594

NICHOLAS CURNO ESQ 1,612

NICHOLAS JAMES WRIGHT ESQ 580

NICHOLAS JOHN OAKLEY ESQ 700

NICHOLAS LESLIE THOMAS ESQ 500

NICHOLAS PETER LEWELYN MORGAN ESQ 1,100

NIGEL ALLEN COOK ESQ 106

NIGEL JEFFERY ESQ 157

NIGEL JONATHAN BETTINSON ESQ 300

NIGEL MOORE ESQ 47,366

NIGEL ROBERT FAWKES ESQ 80

NIGEL VINCENT SIMMONDS ESQ 200

NITIN BHIKHUBHAI PATEL ESQ 319

NOEL SYKES ESQ 25,000

NOMURA NOMINEES LIMITED 135,864

NORMAN ANTHONY BEER ESQ 2,767

NORMAN MURRAY YARROW ESQ 1,500

NORTRUST NOMINEES LIMITED 988,940

ODL NOMINEES LIMITED 51,000

OLIVER JOHN ADCOCK ESQ 2,000

OMX SECURITIES NOMINEES LIMITED 91,000

PANMURE GORDON (UK) LIMITED 13,000

PARASKUMAR SHAH ESQ 750

PATAN MIAH KHAN ESQ 1,000

PATRICK JOSEPH NOLAN ESQ 2,080

PATRICK MAGUIRE ESQ 5,124

PATRICK PHILIP HANLEY ESQ 1,308

PATRICK ROBERT DOUGLAS MACKINLAY 10,000

PAUL AINSWORTH REDFERN ESQ 10,000

PAUL ANDREW KEEN ESQ 38,225

PAUL ANDREWS ESQ 5,000

PAUL CHRISTOPHER STEFANI 1,000

PAUL EDWARD DRIVER ESQ 25,000

PAUL EDWARD SIMMONS ESQ 2,000

PAUL FREARY ESQ 625

PAUL HENRY WARBURTON ESQ 400

PAUL KEVIN HARDY 7,000

PAUL LAWRENCE BYRON ESQ 81

PAUL LEONARD SHEEDY 1,040

PAUL MEADOW ESQ 1,065

PAUL MELVYN HARRIS ESQ 93,000

PAUL RICHARD DENNETT ESQ 312

PAUL SPENCER GOTTESMAN ESQ 563

PENSIONS & INVESTMENT RESEARCH 2

PERRY NOMINEES LIMITED 56,487

PERSHING INTERNATIONAL NOMINEES 8,000

PERSHING NOMINEES LIMITED 1,152,669

PETER ALFRED ASHWORTH 399

PETER ALLAN COWGILL ESQ 14,000

PETER BRYAN THOMAS ESQ 278

PETER CYRIL RAYNEY ESQ 107

PETER DALEY ESQ 1,831

PETER EKIN ESQ 120

PETER GODFREY MAGILL ESQ 204

PETER GORDON HUNTLEY ESQ 6,500

PETER IAN ADAMS ESQ 9,400

PETER JOHN CARPENTER ESQ 714

PETER JOHN DIGNUM ESQ 1,288

PETER JOHN FRASER ESQ 624

PETER NOEL BUTTERWORTH ESQ 13,500

PETER ROBERT BALL ESQ 300

PETER RUSSELL ESQ 130

PETER WILLIAM WALLWORK ESQ 2,500

PHILIP ALAN WATSON ESQ 1,152

PHILIP CHARLES GALLEY ESQ 700

PHILIP EDWARD REILLY ESQ 368

PHILIP JOHN BELTON ESQ 58

PHILIP NEVILLE STEVENS ESQ 1,035

PHILIP PICKETT ESQ 482

PHILIP RICHARD ATKINSON ESQ 213

PHILIP SWAINE ESQ 107,432

PHILLIP BAILEY ESQ 2,500

PHILLIP ROY WILLIAMS ESQ 6,265

PHOTOSTEREO LIMITED 4,000

PRAKASH PATEL ESQ 4

PRATAP PREMJI PANKHANIA ESQ 2,560

PRISM NOMINEES LIMITED 14,999

PRIYESH AMIN ESQ 71

PRODUCTIVE NOMINEES LIMITED 35,000

PROFESSOR ERIC WATTS BRADFORD 3,195

PRUDENTIAL CLIENT HSBC GIS NOMINEE 47,736

PUMA NOMINEES LIMITED 16,625

QUILPEP NOMINEES LIMITED 155,140

QUILTER NOMINEES LIMITED 211,924

R C GREIG NOMINEES LIMITED 326,467

RACHAEL ANNE HALLEWELL 280

RAJENDRA MAGANBHAI PATEL ESQ 2,000

RANJIT SINGH GILL ESQ 200

RATHBONE NOMINEES LIMITED 261,545

RAVEN NOMINEES LIMITED 2,252,238

RAWJI DAYA CHAUHAN 1,560

RAY NEILSON ESQ 2,052

REALCAP INVESTMENTS LIMITED 2

REDMAYNE (NOMINEES) LIMITED 1,065,290

REGINALD GEORGE AUCHTERLONIE ESQ 1,000

RENE NOMINEES (IOM) LIMITED 14,197

REUTERFILE LIMITED 1

REV DR GORDON WAREING 5,400

REYKER NOMINEES LIMITED 4,698

RICHARD ALAN BUCKNALL ESQ 200

RICHARD ANTHONY JACKSON ESQ 692

RICHARD DAVID SHEPHERD ESQ 32

RICHARD GORDON THEOBALD ESQ 2,000

140

RICHARD HENRY DUNNINGS ESQ 596

RICHARD MARK STILES ESQ 48

RICHARD ORD ESQ 5,120

RICHARD WILLIAM TRAYNOR ESQ 1,614

ROB ATKEY 1,742

ROBERT ALEXANDER BUTLER ESQ 1,000

ROBERT ANTHONY PINTON ESQ 1,200

ROBERT BRIDGES ESQ 1,918

ROBERT DAVID DALTON ESQ 1,229

ROBERT DAVID WHITBY ESQ 6,396

ROBERT GOWANS ESQ 800

ROBERT HENRY SPOKES ESQ 400

ROBERT JAMES LEAKER ESQ 2,131

ROBERT JEROME BRENNAN ESQ 1,010

ROBERT JOHN COOKSON ESQ 94

ROBERT JOHN MORSE ESQ 1,150

ROBERT LEONARD MILLS ESQ 500

ROBERT NORMAN PRESTON ESQ 1,000

ROBERT PLOWDEN ESQ 5,065

ROBERT POYNTER ESQ 200

ROBERT SAMUEL WALKER ESQ 638

ROBERT SANDERSON ESQ 200

ROBERT WILLIAMS ESQ 606

ROBIN BEIGHTON ESQ 532

ROBIN JOHN BRIGGS 2,131

ROBIN NAYLOR ESQ 287

ROCK (NOMINEES) LIMITED 14,443,203

ROGER ANTHONY ROWSON ESQ 1,000

ROGER ANTONY GIBBS ESQ 1,280

ROGER FREDERIC HANCOX ESQ 300

ROGER LANE-SMITH 45,871

RONALD ARTHUR CASHMORE ESQ 4,533

RONALD CLAYTON ESQ 18,580

RONALD JOSEPH WANSTALL ESQ 266

RONALD NORTON ESQ 3,120

ROY ERNEST SANDELANDS ESQ 2,664

ROY NOMINEES LIMITED 3,129,122

ROY OFFLAND ESQ 1,000

ROY PETER KELSEY ESQ 500

ROY WILSON ESQ 22,894

RUBY ISA NOMINEES LIMITED 162,820

RUDLEY ELWORTHY ESQ 1,040

RULEGALE NOMINEES LIMITED 4,486,337

RUSSELL STARKE ESQ 780

SANDY ALEXANDER ESQ 100,000

SARBJIT SINGH MINHAS ESQ 1,540

SAVVAS GEORGIOU ESQ 1,000

SBS NOMINEES LIMITED 532

SCOTT ROWLAND ESQ 1,735

SEAMUS SPAIGHT ESQ 1,400

SECURITIES SERVICES NOMINEES 846,500

SG OPTION EUROPE S.A. 45

SHAHID MIRZA ESQ 380

SHARE NOMINEES LTD 1,387,951

SHELLY SQUIRE 1,000

SHEPHERD & WEDDERBURN (NOMINEES) 3,000

SIDEHURST LIMITED 10,000

SIDNEY CHADWICK ESQ 2,000

SIDNEY DAVID KIRK ESQ 12,792

SIDNEY LEONARD MEADOWS ESQ 1,040

SIMON ANTHONY BUCKLER ESQ 640

SIMON DAYNES ESQ 1,637

SIMON FRANCIS WILLIAMS ESQ 200

SIMON JEFFREY DIGGINS 17,500

SIMON LEONARD SMITH ESQ 7,320

SIMON MITCHELL PATERSON ESQ 200

SIMON NICHOLAS RUSH ESQ 1,434

SIMON PAUL WOOD ESQ 2

SIMON PRIEST ESQ 3,028

SIS SEGAINTERSETTLE AG 388,000

SMITH & WILLIAMSON NOMINEES LIMITED 26,432

SOUHEIL ABOU-DIWAN ESQ 512

SPEIRS & JEFFREY CLIENT NOMINEES 45,000

SPEIRS & JEFFREY FUND MANAGEMENT 16,920

ST ANNS SQUARE NOMINEES LIMITED 412,539

STAN KOURA ESQ 588

STANLEY MATHER ESQ 1,000

STANLEY RONALD TURNER ESQ 600

STATE STREET NOMINEES LIMITED 26,587,613

STEPHEN BRIAN HOLLEY ESQ 900

STEPHEN CHARLES WATERS ESQ 954

STEPHEN DAVID ALDOUS ESQ 7,000

STEPHEN GEOFFREY GORDON ESQ 18,273

STEPHEN GUY NICHOLAS CHAMBERLIN ESQ 1,065

STEPHEN JOHN WOOD ESQ 1,694

STEPHEN LESLIE BUSH ESQ 46

STEPHEN RIMMINGTON ESQ 262

STEPHEN SEBASTIAN ESQ 1,000

STEPHEN THOMPSON ESQ 2,000

STEVE ROWLEY ESQ 280

STEVEN ANDREW BURFORD ESQ 5,188

STEVEN DAWBER ESQ 4,500

STEVEN HENSHAW ESQ 2,900

STEVEN KIRBY TAYLOR ESQ 3,702

STRAND NOMINEES LIMITED 346,094

STUART ALEXANDER KILPATRICK ESQ 6,150

STUART BARLOW ESQ 803

STUART JOHN POWERS ESQ 2,400

SURESH LIMBACHIA ESQ 1,000

SVS (NOMINEES) LIMITED 103,750

SYED HASSAN RAZA ESQ 8,074

SYLVIA PAULINE LAWRENCE 427

TAK KWONG WONG ESQ 500

TD WATERHOUSE NOMINEES (EUROPE) 6,274,137

TERANCE BURTON ESQ 141

TERENCE CHRISTOPHER DONOVAN ESQ 400

TERENCE FOWLER ESQ 5,000

TERENCE HARRISON ESQ 532

TERENCE MICHAEL CURTIS ESQ 1,000

TERRENCE JUNOR GREEN ESQ 56

TERRY FIELD ESQ 494

THE BANK OF NEW YORK (NOMINEES) 6,595,030

THE CORPORATION OF LLOYDS 21,000

THE DAMP DETECTORS LIMITED 766

THE MANIFEST VOTING AGENCY LIMITED 6

THE SECOND GENERATION COMPANY 366

THE TRUSTEES OF HASLAMS MANAGEMENT 2,000

THE VICTORIA OPERA HOUSE LIMITED 4,000

THEODORE ALEXANDER PATHY BOT ESQ 2,100

THOMAS ANTHONY IRVINE ESQ 360

THOMAS DEWSBURY FROST BOYD ESQ 3,000

THOMAS FREDERICK KENYON SMAILES ESQ 5,500

THOMAS GILLIGAN ESQ 2

THOMAS RICHARD ANDREW HIGHAM ESQ 2,662

THOMAS RICHARD BERTRAM ESQ 1,000

THOMAS WILLIAM KNIGHT 262,836

THOMSON FINANCIAL SERVICES LTD 2

TIMBER HILL (EUROPE) AG 415,298

TIMOTHY ALAN BEAUMONT ESQ 1,600

TIMOTHY JOHN LEE ESQ 1,000

TOM CHARLTON JONES ESQ 1,280

TONY GEORGE PAMPHILON ESQ 409

TORWOOD PROPERTY SERVICES LTD 200

TRANSACT NOMINEES LIMITED 368,019

TREVOR CHARLES COX ESQ 1,280

TREVOR FRANK THOMAS ESQ 798

TREVOR JOHN CURSON ESQ 600

TREVOR SUTTON ESQ 5,329

UJAGAR SINGH CHOHAN ESQ 1,000

UNION PENSION TRUSTEES LTD 230

VERNON FOX ESQ 1,899

VICTOR BARLOW ESQ 1,600

VIDACOS NOMINEES LIMITED 10,133,240

VIRTUS TRUST LIMITED 61,000

VIRTUS TRUST LIMITED RE: JL 50,000

W B NOMINEES LIMITED 51,115

W H IRELAND NOMINEES LIMITED 4,325

WAI MING CHEUNG ESQ 1,410

WALTER BRIAN WILLIAMS ESQ 213

WARD NOMINEES (ABINGDON) LIMITED 1,830

WESLEY SHAW ESQ 104

WILLIAM ALEXANDER WILLIAMS ESQ 1,000

WILLIAM BLACKHURST ESQ 850

WILLIAM DEAN ESQ 3,000

WILLIAM DENNIS WOODWARD ESQ 281

WILLIAM GRAHAM MAYOR ESQ 409

WILLIAM JAMES SINCLAIR ESQ 1,000

WILLIAM JOHN ALCOCK ESQ 1,000

WILLIAM RONALD CROZIER ESQ 4,300

WILLIAM SHANKS OSBORNE ESQ 225

WINTERFLOOD SECURITIES LIMITED 2,112,042

YIT-LUN VUN 2

YIU SUM JAMES WAT ESQ 2,000

YUK KUEN HO ESQ 2,000

ZOGGS (EUROPE) LIMITED 200

141

PART B

BLANE SUMMARY STATEMENT OF AFFAIRS AS AT 26 MARCH 2009

Note

Estimated

Book

Value

£'000

Estimated

to Realise

£'000

ASSETS

Assets subject to fixed charge:

Property 134 0

Long leases 80 0

Short leases 901 90

Cost of Investment 4,737 0

5,852 90

Less: Secured Creditor:

Consolidated chargeholder position 0 0

0 0

Surplus/(Deficit) to fixed charge holder 5,852 90

Assets not specifically pledged:

IT 345 35

Fixtures 5,974 299

Stock 14,063 5,197

Sales ledger 118 12

Voucher companies 74 52

Sundry financial debtors 1 0

Insurance claims 742 273

Sundry debtors 0 0

Intercompany balances 148,772 1,527

Automatic prepayments 839 8

Manual prepayments 29 0

Floats 67 54

171,024 7,456

Surplus arising from Fixed Charge and HP assets 0 0

Estimated total assets available for preferential creditors 171,024 7,456

LIABILITIES

Preferential creditors - employees

Preferential creditors (87) (87)

(87) (87)

Estimated Surplus/(Deficit) as regards preferential creditors 170,937 7,369

Fixed charge surplus 5,852 90

Estimated Surplus/(Deficit) of assets available for unsecured creditors 176,789 7,459

Unsecured Creditors

Trade creditors 1 (301) (301)

Accruals (644) (644)

Landlords 2 (52,871) (52,871)

HMRC (1,018) (1,018)

Employee claims - PAYE

Redundancy and notice

(257) (257)

(2,093) (2,093)

Estimated Overall (deficit to creditors) 119,605 (49,725)

142

SHARE CAPITAL

Ordinary Shares (57) (57)

Estimated Total (deficiency) as regards members 119,548 (49,782)

Notes to accompany the Statement of Affairs as at 26th March 2009

1. Trade creditors per the Statement of Affairs is net of claims for Retention of Title which

have been adjusted for in the stock figure. Reconciliation to appendix 2:

£'000

Gross Trade Creditors per appendix 2 321

Adjustment for ROT 20

Trade Creditors per Statement of Affairs 301

2. Landlords total liability has been calculated based on annual rents on a landlord by

landlord basis. The liability is calculated based on 2 years annual rent and service charge

(being the average time taken to re-let the property), plus a further 2 years annual rent (to

reflect a 2 year rent free period given to the new tenant) and 75% of current rent being

received thereafter, plus dilapidations (based on square footage), discounted at 5% (per

rule 11.13 of the Insolvency Rules 1986 setting out how to discount claims in a liquidation).

In an administration we have assumed that a number of leases will be assigned. The

amount included in the statement of affairs can be reconciled to the total liability as follows:

£'000

Gross Landlord liability per appendix 4 84,594

Reduction for potential assigned leases (31,723)

Landlords liability per Statement of Affairs 52,871

Members of Blane

Shareholder Shareholding Details of shares held

JJB Sports plc 57,143 Ordinary shares of £1

1 A' Ordinary share of £1

sterling 115603