HEART OF MIDLOTHIAN PLC ("the Company" \ "the Club")

JOINT ADMINISTRATORS' PROPOSAL FOR A VOLUNTARY ARRANGEMENT UNDER PART I OF

THE INSOLVENCY ACT 1986

and

NOTICES OF MEETINGS OF CREDITORS AND MEMBERS

TO CONSIDER THE PROPOSAL

This document contains the Notices of the Creditors and Members' meetings to be held at the Gorgie Suite, Tynecastle Stadium, Gorgie Road, Edinburgh, EH11 2NL on 22 November 2013 at 12 noon and 3pm respectively. For the proposal to become operative it has to be approved by in excess of three quarters in value of creditors present in person or by proxy and voting and by a majority of members present in person or by proxy and voting. It is important that creditors and members attend the meetings, or complete and return the relevant form of proxy.

Creditors and Members should return their proxy forms as soon as possible to BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 5HD. Creditors and Members may also hand their proxies to the Chairman at the relevant meetings.

IMPORTANT To vote, creditors must have submitted a claim form. The completed forms should then be returned to the Chairman at BDO LLP, 65 Haymarket Terrace, Edinburgh, EH12 51-ID.

TABLE OF CONTENTS

Proposal

Explanatory Forward

Provisions of Insolvency Rules 1986

Page

1 Brief Explanation of Position - Rule 1.3(1) 1

2 Brief History 2-3

3 Progress and Conduct of the Administration 3-4

4 Present Financial Position 4

5 Proposal 4-5

6 SPFL and SFA Membership 5

7 Comparison to Liquidation 5

8 Statement of Affairs - Rules 1.3(2)(a)(i) to (ii), 1.3(2)(c) and 1.5 6

9 Excluded Assets - Rule 1.3(2)(a)(iii) 6

10 Third Party Contribution and/or Assets - Rule 1.3(2)(b) 6

11 Creditors' Claims - Rule 1.3(2)(c)(i) 6

12 Associates - Rule 1.3(2)(c)(ii) 6

13 Prior Transactions - Rule 1.3(2)(c)(iii) 6

14 Estimate of the Prescribed Part - Rule 1.3(2)(c)(ca) 6-7

15 Guarantees given by Third Parties for liabilities - Rule 1.3(2)(d) 7

16 Completion and Duration of the Arrangement - Rule 1.3(2)(e) 7

17 Dividends and Distributions - Rule 1.3(2)(f) 7

18 Creditor erroneously omitted from notice of this proposal - Rule 1.3(2)(fa) and Section 5(2)(b)(ii) of the Insolvency Act 1986 7

19 Nominee's Fees - Rule 1.3(2)(g) 7

20 Supervisors' Remuneration - Rule 1.3(2)(h) 7-8

21 Guarantees given by Third Parties for the Arrangement - Rule 1.3(2)(i) 8

22 Funds in the Arrangement - Rule 1.3(2)(j) 8

23 Unclaimed Dividends - Rule 1.3(2)(k) 8

24 Future Business - Rule 1.3(2)(l)Et(m) 8-9

25 Powers and Functions of the Supervisor - Rule 1.3(2)(n) 9-10

26 Details of the Supervisor - Rule 1.3(2)(o) 10

27 Application of EC Regulation on Insolvency Proceedings - Rule 1.3(2)(p) 10

28 Creditors' Committee 10

29 Records 10

30 Variation 10-11

31 End of Arrangement 11

32 Default 11-12

33 Vacancy in the office of Supervisor 12

34 Trust 13

35 Windfall 13

36 Tax Returns 13

37 Release of Liabilities 13-14

38 Ambiguity 14

39 Third Parties 14

40 Exclusion Clause 14

41 Modifications 14

Appendices

1 Definitions to the Proposal

2 Statement of Affairs

3 List of Known Creditors

4 Estimated Outcome Statement

5 Statutory Information

6 A Creditors' Guide to Insolvency Practitioners' Fees Under a Voluntary Arrangement (Scotland)

7 Notices of Members' and Creditors' Meetings

8 Statement of the effect of Rule 1.16A(2) to (4)

9 BDO LLP Policies regarding fees and disbursements

10 Claim and Proxy Forms (Forms 4.7(Scot) and 4.29(Scot))

HEART OF MIDLOTHIAN PLC ("the CompanyTthe Club")

Proposed Company Voluntary Arrangement ("CVA")

Explanatory Foreword concerning the Joint Administrators' Proposal for a CVA

1 What is a CVA

1.1

A CVA is a contract between a company, its creditors and members governed by the provisions of Part I of the Insolvency Act 1986. A CVA requires the approval of more than 75% in value of creditors present, or represented, and voting at the creditors' meeting convened to consider the proposal. Once approved, the CVA binds all creditors who received notice of the meeting and were entitled to vote. The CVA also requires a simple majority approval by the company's members.

1.2 A CVA typically requires creditors to write-off and \ or defer some part of their claim as part of a compromise where the monies received through the CVA are accepted in full and final settlement of the amount outstanding to the creditors.

1.3 A CVA can be proposed by a company's directors, its Administrator (where the company is in Administration and the Administrators were previously appointed by the director, a qualifying floating charge holder or by the court) or its Liquidator where the company is in Liquidation. In any of these circumstances the proposal must be approved by an Insolvency Practitioner who at this stage is known as the Nominee. It is the Nominee's responsibility to convene the meetings of members and creditors and to circulate the proposal prior to the meetings. If the CVA proposal is approved by both meetings then the CVA is implemented by the Supervisor who again must be an Insolvency Practitioner who is able to act in relation to the company. It is usual for the Supervisor to be the same person as the Nominee.

2 Basis of the Proposed CVA

2.1 There are no set rules for the treatment of creditors' claims within a CVA. The scheme of the CVA now proposed by the Joint Administrators is to apply Liquidation principles of claim calculation and distribution, so far as possible. The Liquidation rules are believed to be the most appropriate since if the CVA was not approved then the company would almost certainly go into Liquidation and so the same rights would apply.

2.2 It is intended that the Joint Administrators will continue in office and trade the Company in accordance with this proposal.

2.3 It is envisaged that the CVA will be used as the method for the company to exit Administration. The Administrators will continue in office managing the company's affairs and the Supervisor will not be directly involved in the day to day management of the company or its business. It is proposed that the Supervisor's costs for his work on the CVA will be based on the time properly spent by him and his staff. A Creditors Guide to Insolvency Practitioners' Fess under a Voluntary Arrangement Scotland is attached at Appendix 6.

2.4 Throughout this document use is made of the term "relevant date" or "effective date". This will be the date of Joint Administrators appointment, which was 19 June 2013.

3 Priority of Liabilities and Creditors' Claims

In insolvency procedures, such as Administration and Liquidation, creditors have different rights of priority. There are several classes of creditors within the Company, being preferential, non-preferential and secured.

3.1 Preferential Creditors

3.1.1 Claims of preferential creditors are defined by Section 386(1) and Schedule 6 of the Insolvency Act 1986. The preferential liabilities of the company are those arising in respect of the company's employees.

3.2 Prescribed Part

3.2.1 Where a Company has granted a floating charge as security to a creditor after 15 September 2003, if that Company subsequently goes into Administration or Liquidation, then by virtue of section 176A of the insolvency Act 1986 part of the Company's net property must be made available to the unsecured non-preferential creditors.

The prescribed part does not in fact apply to a CVA.

3.3 Non-Preferential Creditors/Unsecured Creditors

3.3.1 Under the terms of the proposed CVA, non-preferential creditors do not receive any monies unless and until the preferential creditors have been paid in full. Once the preferential creditors have been paid in full and costs have been paid or provided for, any surplus is available to the non-preferential creditors. In the event that there are insufficient funds to pay non-preferential creditors in full, they will abate in equal proportions between themselves. In other words, all creditors in the non-preferential class should receive the same percentage of distribution (a pan i passu basis).

3.3.2 If there are sufficient funds to pay both preferential and non-preferential creditors in full then all preferential and non-preferential creditors are entitled to deferred interest at the applicable rate from the effective date of the CVA until the date of payment. It should be noted that preferential creditors receive no priority in respect of this deferred interest. Deferred interest is described in paragraph 5.

34 Secured Creditors

The company has granted a floating-charge (registered on 10 February 2011) and a standard security (registered on 5 April 2011) over the assets of the Club. These securities were assigned to ABUB \ BAB Ukio Bankas on 6 December 2012. Nothing contained in this proposal affects the security given to ABUB/BAB Ukio Bankas. Present information indicates that there will be a shortfall in respect of the security provided to BAB Ukio Bankas and therefore this shortfall shall rank as an unsecured claim against the Company.

3.5 Shareholder

If funds are sufficient to pay all creditors claims including deferred interest any surplus will then be available to the shareholders. In this instance, under the terms of the proposed CVA there is no prospect of a dividend to shareholders.

4 Calculation of Claims of Creditors

4.1 Trade and Other Creditors

The amount of a trade or other creditor's claim which is liquidated (that is, for a fixed amount) will be the amount due as at the effective date, including interest. That interest will be calculated on the basis of a rate agreed between the Company and the creditor prior to the commencement of the CVA, or as determined by any applicable statute. Where no rate of interest was either agreed or is applicable, the claim will not bear interest other than deferred interest (see 3.3.2 above and 5 below). Unliquidated claims will be agreed with the Supervisor or, if not agreed, may be litigated.

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5 Deferred Interest

As outlined in the terms of the proposed CVA there is no prospect of a dividend to preferential or unsecured creditors, therefore deferred interest on all such claims shall not be applicable.

6 Administration of the CVA

6.1 All creditor claims will be determined by the Supervisor, who will make all distributions to creditors. The Supervisor will inform each creditor of the amount of his or her admitted claim when he considers appropriate or when in a position to pay a dividend. The creditor may object to the determination in writing within 30 days failing which the amount determined by the Supervisor will be the amount of the creditors claim under the CVA. If a creditor is unable to agree his or her claim with the Supervisor the Supervisor is to send a determination of the amount to the creditor who may then apply to the other creditors to determine the amount of the claim. If no majority resolution of the creditors is made within 30 days the Supervisor's decision will bind the creditor. It is the responsibility of every creditor to keep the Supervisor informed of their current address.

6.2 It is a term of the CVA that, except with the prior approval of the Supervisor, no creditor bound by the terms of the CVA will initiate or continue any proceedings against the Company in respect of any debt.

6.3 The effective date of the CVA may not be the date of approval of the CVA if a creditor or member applies to the Court claiming that the terms of the CVA unfairly prejudices them. In that event, subject to any order the Court might make, the effective date of the CVA would be determined by the Supervisor in consultation with any Creditors' Committee.

6.4 The Supervisor has under the CVA a general power to act in such manner as he, in consultation with the Creditors' Committee, thinks be reasonable and fair in any matter not provided for specifically in the CVA. Minor and technical corrections to the CVA may be made by the Supervisor in consultation with the Creditors' Committee. Subject to these cases, changes to the CVA have to be approved by the creditors and members in meetings.

6.5 The Supervisor may summon meetings of creditors and members of the Company. As a general principle, the voting rights of creditors are established at the commencement of the CVA and remain at that level throughout the duration of the CVA. Resolutions will be passed at any creditors meeting with the same voting majorities as one applicable for the first creditors' meeting. Meetings of shareholders, if convened by the Supervisor, are to be held in the manner required by the Articles of Association of the Company. The Chairman of any such meetings will be the Supervisor, or a person nominated by the Supervisor.

6.6 Payment of dividends will be by cheque sent by first class post at the risk of the creditor. Where a creditor is a corporate body the cheque will be made payable to the creditor company. If the Supervisor is provided with information which satisfies him that a debt has been assigned or transferred he can issue cheques to the assignee or transferee.

6.7 If a creditor faits to cash a distribution cheque, the cheque will be cancelled. Unclaimed distributions will be added back into the bank account held by the Supervisor for this CVA and will be available for future distributions and if the creditor subsequently claims the dividend the amount will only be paid if funds are or become available in the arrangement and the dividend will not carry interest.

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7 Meetings of Members and Creditors to approve the CVA

7.1 The Joint Administrators wilt act as Chairman of both the members and creditors' meetings which are to consider approving the CVA. The resolutions set out in the notices at the end of this document will be voted upon separately by creditors and members. All voting will be on a poll.

7.2 Forms of proxy to be used by the creditors or members are enclosed. These proxies must be returned to the offices of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 SLID on or before 12 noon on 22 November 2013. Creditors and members may also hand their proxies to the Chairman at the relevant meetings on 22 November 2013.

8 Members' and Creditors' Voting Rights

8.1 Creditors are entitled to vote for the amount of their debt as at the date of Administration (19 June 2013). Creditors who have unliquidated or unascertained debts may only vote if the Chairman of the meeting agrees to place an estimated minimum value upon their debt for the purpose of voting entitlements. The Chairman of the meeting has the right to reject any creditor's claim in whole or in part for the purpose of his or her entitlement to vote. Any creditor whose claim is so rejected has the right of appeal to the Court within 28 days of the filing of the Chairman's report on the meeting.

15 November 2013

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IN THE MATTER OF

HEART OF MIDLOTHIAN PLC - IN ADMINISTRATION ("the Company" \ "the Club")

and

IN THE MATTER OF

THE INSOLVENCY ACT 1986

PROPOSAL FOR A COMPANY VOLUNTARY ARRANGEMENT UNDER THE PROVISIONS OF THE ABOVE ACT

PROVISIONS OF INSOLVENCY RULES 1986

1 Brief Explanation of Position - Rule 1.3(1) [as applied to Administrations per Rule 1.10]

1.1

Following the appointment of Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen as Joint Administrators ("the Administrators") of the Club on 19 June 2013, a meeting of creditors was held on 12 August 2013 whereby the Administrators' Proposals were approved with modifications, and a Creditors Committee was formed.

1.2 Notice of the modified approved Proposals was issued on 14 August 2013.

1.3 The Club now requires to come to a formal arrangement with creditors by way of a Company Voluntary Arrangement ("CVA" \ "Arrangement") in respect of the sums due by the Club as at the date of the Administrators appointment. Thereby allowing the Club to exit Administration and continue playing within the Scottish Professional Football League ("SPFL") and as a member of the Scottish Football Association ("SFA") free of encumbrances.

1.4 This document sets out the Administrators' Proposals for a CVA. This being a formal procedure introduced by Part 1 of the Insolvency Act 1986, which enables a Company to agree with its creditors how their debts should be paid and in what proportions.

1.5 A CVA requires the approval of in excess in value of 75% of those creditors voting on the resolution in person (or by proxy), including 50% of creditors unconnected with the Company. Once the CVA has been approved it will bind all creditors who were entitled to receive notice of the meeting and were entitled to vote at it, whether or not they receive such notice and whether or not they chose to vote.

1.6 The Administrators proposed CVA, if approved, would enable the Club to continue in operation, thus preserving the Club and the employment of its staff (both playing and non-playing staff). However, under the terms of the proposed CVA there would be no dividend payable to preferential or unsecured creditors of the Club.

1.7 Should a CVA not be approved the only other option for the Club would be Liquidation. In a Liquidation scenario the outcome to preferential and unsecured creditors would be the same as that in a CVA, however the Club would cease to exist in its present form and all employees would require to be made redundant with immediate effect. It is also envisioned that in a Liquidation there would be a delay and potential reduction in the value of asset realisation.

1.8 In our opinion a CVA is a desirable outcome as it does not prejudice creditors in any way, and will allow the Club to continue (in its current form) and a means to exit Administration.

1.9 We believe that the creditors will agree to the proposal for the aforementioned reasons.

2 Brief History

2.1 The Company was incorporated on 29 April 1905, having been originally founded in 1874. A summary of the statutory information of the Company is attached at Appendix 1.

2.2 The Company's previous name was Heart of Midlothian Football Club plc which was changed to Heart of Midlothian plc on 7 July 1997. The Company operates from Tynecastle Stadium, Gorgie Road, Edinburgh, Midlothian, EH11 2NL.

2.3 The Company's principal activity is that of a professional football club.

2.4 The Company is one of the oldest clubs in football, founded in 1874 and one of the founder members of the Scottish League in 1890.

2.5 The Club is an established team in the Scottish Premier League/Scottish Professional Football League ("SPL/SPFL").

2.6 Since its foundation, the Club has been integral to Scotland's capital city, Edinburgh and a competing sporting institution at a UK and European level.

2.7 The performance of the Club over the past 3 seasons has been summarised below:

Ainly 0 0 iii League Position (SPL) 10th 5th* 3rd Turnover (E'000) 8,682 6,915 7,908 Profit/(Loss) (1,648) 511 39

*won Scottish Cup.

2.8 The Club had traded at a loss for several years, with these losses being underwritten by the Club's parent company Ukio Bankas Investicine Grupe plc ("UBIG").

2.9 However, as at 30 June 2012 (the Club's year-end) it was confirmed that UBIG would no Longer provide financial support to the Club.

2.10 UBIG was the majority shareholder of the Club, with a shareholding of 78.97%, and was also the principal secured creditor, holding a floating charge (created on 4 February 2011 and registered on 10 February 2011) and a standard security (created on 18 March 2011 and registered on 5 April 2011) over the assets of the Club.

2.11 On 6 December 2012 an agreement was executed whereby the floating charge and standard security in favour of UBIG were assigned to AB Ukio Bankas plc ("ABUB" \ "the Bank" \ "the Secured Creditor").

2.12 In addition to the above, UBIG also provided ABUB with a Share Pledge (executed on 31 January 2013), whereby 43,341,208 of UBIG's shareholding in the Club was transferred to ABUB (i.e. an overall shareholding in the Club of circa 29.5% held by ABUB).

2.13 ABUB is currently due circa E15m by the Club. This debt is secured by the assigned post Enterprise Act floating charge over the assets of the Club and a standard security over Tynecastle Stadium.

2.14 On 2 May 2013 the Central Bank of Lithuania (by virtue of the Kaunas Regional Court) appointed a temporary administrator to investigate the trading and solvency of ABUB. As a result of this bankruptcy administration proceedings commenced, which resulted in the appointment of UAB Valnetas as Administrators of ABUB on or around 7 June 2013.

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2.15 As a result of the appointment of UAB Valnetas as Administrators of ABUB, all decisions with regard to trading, enforcement of securities and all matters relating to ABUB are made by UAB Valnetas. The previous individuals involved with ABUB no longer have any control of the Bank.

2.16 ABUB was entitled to appoint Administrators of Heart of Midlothian plc ("HoM plc"), as HoM plc was in breach of the security held by ABUB by virtue of the Directors of HoM plc Lodging a notice of intention to appoint an Administrator.

2.17 Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen were appointed Joint Administrators of the Club on 19 June 2013 by the holder of a qualifying floating charge, ABUB. The appointment was made by ABUB under the terms of Paragraph 14 of Schedule B1 of the Insolvency Act 1986.

2.18 Pursuant to 5100(2) of Schedule 81 of the Insolvency Act 1986 any one of the Joint Administrators may exercise all and/or any of the powers which are conferred on them as Joint Administrators.

2.19 Prior to our appointment as Joint Administrators we had no professional dealings with HoM plc.

3 Progress and Conduct of the Administration

3.1 On appointment, the Administrators were firstly concerned that the necessary funds to enable trading to continue on a reduced cost base could be obtained, white prospective purchasers for the majority shareholding in the Club were identified.

3.2 In order to achieve this objective it was necessary to reduce operating costs to a minimum, which involved making redundancies on both the playing and non playing side of the Club. As a consequence of this (on 20 June 2013) 17 employees were made redundant (this being 13 non-playing staff and 4 playing staff). Subsequently, on 27 June 2013 one further employee (playing staff) was made redundant.

3.3 Estimated funding requirements were drawn up initially on the basis that the Club would continue operating to the end of football season 2013-14, which was necessary to protect the Club's league membership.

3.4 Prior to the Administrators appointment 7,000 season tickets had been sold for the season 2013/14, and all monies had been expended. As a result, a requirement for supporters to purchase season tickets (estimated requirement to sell circa 3,000 season ticket sales post Administration) was needed to ensure the Clubs survival, whilst the Joint Administrators sought a sale of the Club as a going concern. Actual total season ticket sales of circa 10,500 were achieved.

3.5 Donations to the Club have been received from a wide range of sources, and to date total donations of circa E75k have been received by the Club.

3.6 The Club was advertised for sale in the national press, and known interested parties were contacted and asked to submit offers for the Club. Following the completion of formal Non-Disclosure Agreements by various interested parties, a formal Sales Memorandum was made available (and access to a data-room provided where requested). A closing date of 12 July 2013 was set for the submission of offers to purchase the Club. Three offers were received but as none of them were acceptable in their present form (in terms of quantum and/or evidence of funding), further discussions were held with all parties who had submitted an offer. A date of 24 July 2013 was set for offers to be resubmitted.

3.7 Following the re-submission of offers, and consultation with the Secured Creditor, a preferred bidder Foundation of Hearts ("FoH") was announced. The Administrators have

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since been involved in further discussions with FoH and their advisers, regarding their offer and the due diligence process, and are working towards securing an agreement for the going concern sale of the Club to FoH.

4 Present Financial Position

4.1 Based on the current information an Estimated Outcome Statement ("EOS") has been prepared in respect of the Club's position, as at today's date. The EOS is shown at Appendix 4, and illustrates that there will be insufficient funds available to allow the Club to make a distribution to preferential or unsecured creditors.

4.2 The EOS is based on the offer received from FoH, which has been accepted by the Secured Creditor.

5 Proposal

5.1 FoH has offered to purchase the Club as a going-concern for a total consideration of E2.5m, on the basis that a CVA is approved and that the shareholdings of BAB Ukio Bankas (circa 29.5%) and UBIG (circa 50%) in the Club can be delivered by the Administrators, or failing which, an equivalent majority shareholding. The delivery of shareholdings held by BAB Ukio Bankas and UBIG may also be dependent on the approval of the respective creditors of each of the bankruptcy estates and/or the Lithuanian Court, under the law of Lithuania.

5.2 This offer is viewed by the Administrators as having the best possible outcome currently available for the creditors of the Company, and in achieving the objective of the Administration process entered into on 19 June 2013 - namely the rescue of the Company as a going concern. It is therefore recommended by the Joint Administrators that the offer from FoH be accepted by the creditors of the Club.

5.3 The terms of the offer from FoH are summarised below:

FoH (or its nominee) will acquire the shareholding of BAB Ukio Bankas and UBIG (circa 80% shareholding) of the Club (or failing which, an equivalent majority shareholding), in exchange for the payment of El Sterling.

FoH (or its nominee) will make a payment of E2m on completion of a going concern sale of the business and assets of the Club.

E500,000 of the offer from FoH shall be paid as deferred consideration over 10 months from the date of a going-concern sale via a CVA.

FoH (or its nominee) will assume responsibility for settling the outstanding "football debts" of HoM plc, which are understood to be in region of 535,000.

The offer is subject to the FoH entering into a formal Sale and Purchase Agreement (SPA) with the majority shareholders (BAB UB and UBIG) for the transfer of the majority shareholdings to FoH, and the terms of the said SPA are acceptable to the Secured Creditor. If any material change in the circumstances arises (outside the scope of this CVA), then any party to the agreement will be entitled to withdraw from the proposed SPA.

5.4 As illustrated at the EOS shown at Appendix 4, the offer from FoH will allow the Joint Administrators to make a distribution to the Secured Creditor only under the standard security held over the heritable property. It is anticipated that there will be insufficient floating charge assets available to allow for any distribution to be made to the preferential or unsecured creditors. For the avoidance of doubt, Appendix 4 is provided for illustration purposes only, to evidence that the Joint Administrators shall be able to make a distribution to the Secured Creditor only.

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5.5 As payment of the deferred consideration is being made in respect of the heritable property, all such proceeds will be for the benefit of the Secured Creditor. The Secured Creditor will retain a first ranking standard security over the heritable property, i.e. (i) Tynecastle Stadium; (ii) yard at Wheatfield Street, Edinburgh, (iii) area of ground at Mcleod Street, Edinburgh. The first ranking standard security in favour of the Secured Creditor will be granted simultaneously and in exchange for a discharge of the existing security and shall remain until such time as the deferred consideration has been paid in full.

5.6 The costs and expenses of the Joint Administrators (so far as they are unpaid) shall be settled partially from any outstanding trading receipts at the point of the Joint Administrators' discharge from office and partially from the sale proceeds, and those of the Joint Supervisors (which shall be made available to the Joint Supervisors out of the funds held by the Joint Administrators) shall be settled from any outstanding trading receipts prior to the Joint Administrators resigning from office. The costs and expenses of the Joint Administrators and Joint Supervisors will be subject to the prior written consent of the Secured Creditor and limited to the amount as per the terms of the Joint Administrators' appointment by the Secured Creditor (i.e. the same agreed cap shall continue to be effective irrespective of the fact that the Administrators as of coming into effect of the CVA shall become Supervisors). For the avoidance of doubt, any payment of this nature would exclude 2013-14 season ticket monies held by a 3rd party (however, only those that relate to games not yet played, unless otherwise agreed with the rl party who holds the season ticket funds and they are released earlier to the Joint Administrators and so falling into the total amount of trading receivables) which will remain with the club, except as otherwise may be agreed with FoH (e.g. settlement of certain expenses of Joint Administrators may be deferred until the necessary amount is released after the game is player and the expenses are settled from such released funds). However, in addition to this, such available funds shall be utilised to meet the associated costs of the Administration.

5.7 The offer from FoH is subject to the Administrators being able to secure the aforementioned shareholding in the Club currently held by BAB Ukio Bankas and UBIG.

5.8 UBIG is currently in the process of having an Administrator appointed via the Lithuanian courts. This process has been ongoing for several weeks, and we have recently been advised that a final hearing will take place on 7 November 2013 in respect of the appointment of an Administrator.

5S Once an Administrator has been appointed over UBIG, the Club (via its Administrators), will then be in a position to seek to obtain the shareholding held by UBIG in the Club (circa 50%). On successful completion of the CVA, the offer from FoH would enable the Club to continue operating in the future, and retain its current SPFL status, without further sanctions.

5.10 The social benefit in maintaining the Club's SPFL status and SFA membership to the wider community in Edinburgh is no doubt evident to creditors of the Club. To permit the football club/HoM plc to continue to trade under new management, will also enable existing suppliers to continue their relationship with the football club.

5.11 The continuance of the football club/HoM plc will also provide the opportunity for over 100 full-time and part time employees to remain employed, and will generate receipts for HMRC from the continued collection of PAYE/NIC, VAT and Corporation Tax as they fall due.

5.12 If the proposed CVA is not accepted by creditors, the Club will most likely be forced into Liquidation and shall cease to exist as an SPFL and SFA entity in its present form. All employees would require to be made redundant, and the assets of the Club reduced to break-up value with no benefit to preferential or unsecured creditors.

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5.13 VAT bad debt relief is available to creditors in the same way as it would be if the Club was placed into Liquidation.

6 SPFL and SFA Membership

6.1 The regulations of the SPFL and the SFA allow for changes in ownership of their members without affecting the rights to membership. The rights to membership however belong to the legal entity and are not capable of transfer except in possibly a solvent reconstruction of a group.

6.2 The proposal, if accepted, will enable the Company to continue as a going concern and retain its memberships. The rules of the SPFL and SFA require members to fulfil their contractual and financial obligations to their contracted players in the absence of which sanctions may be imposed including suspension or expulsion hence the requirement for any purchaser of the Club to satisfy the "football debt" (this being the sums due by the Club in respect of contractual wages to players, and any sums due to other football clubs), by payment in full or at an agreed compromise amount.

7 Comparison to Liquidation

As stated above, we are of the opinion that a CVA would be the most beneficial outcome for all parties connected with the Club. The Liquidation of the Club would provide no additional benefit to creditors, and therefore creditors are in no way prejudiced by accepting the proposed CVA.

8 Statement of Affairs - Rule 1.3(2)(a)(i) Et (ii), 1.3(2)(c) and 1.5

Attached to this proposal, as Appendix 2, is the Company's statement of affairs, made up to 19 June 2013 which we certify, to the best of our knowledge and belief, to be correct.

The statement includes details of all the Company's known assets, together with values, details of charged assets, and all of the Company's known liabilities.

9 Excluded Assets - Rule 1.3(2)(a)(iii)

No Company assets are excluded from the Arrangement.

10 Third Party Contribution and/or Assets - Rule 1.3(2)(b)

No third parties will be contributing any funds or assets to the Company's Arrangement.

11 Creditors' Claims - Rule 1.3(2)(c)(i)

11.1 The creditors to participate in this Arrangement are set out in the statement of affairs. All creditors must submit a formal claim form (Form 4.7(Scot)) and the adjudication of each claim will be in accordance with the proof of debt definition in Appendix 1. All creditors will enjoy the priorities afforded under the Insolvency Act and Rules 1986.

11.2 The acceptance/validity of all claims submitted for voting purposes shall be subject to the absolute discretion of the Chairman of the meeting.

11.3 After payment of the expenses of the Arrangement referred to in clause 25 of the definitions at Appendix 1 there will be insufficient funds available to pay a dividend to preferential or unsecured creditors.

11.4 Secured creditors will not be prejudiced by this Arrangement and will retain whatever rights are available to them, unless otherwise agreed. Any claims, after taking into account the value of any security held, will rank as unsecured. Secured claims will be dealt with as explained in the definitions at Appendix 1.

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12 Associates - Rule 1.3(2)(c)(ii)

The Company has no associates who are making any claims against it.

13 Prior Transactions - Rule 1.3(2)(c)(iii)

The Administrators are not aware of any circumstances or transactions that could result in claims arising out of the following provisions of the Act:

Section 242 (gratuitous alienations);

Section 243 (unfair preferences);

Section 244 (extortionate credit transactions); or

Section 245 (avoidance of certain floating charges).

14 Estimate of the Prescribed Part - Rule 1.3(2)(c)(ca)

14.1 The estimated statement of affairs provides a comparative with Liquidation. This includes showing an estimate of the amount of funds available to unsecured creditors under Section 176A of the Insolvency Act 1986.

14.2 The provisions regarding the prescribed part do not apply in a CVA.

14.3 In this case there is a floating charge granted as security after 15 September 2003, therefore in Liquidation the provisions of the Prescribed Part would apply. However, in Liquidation there would be insufficient net assets available after costs for the provisions of the Prescribed Part to apply.

15 Guarantees given by Third Parties for liabilities - Rule 1.3(2)(d)

The Administrators are not aware of any guarantees having been given by third parties in respect of the Company's debts.

16 Completion and Duration of the Arrangement - Rule 1.3(2)(e)

Subject to default, this Arrangement shall continue for so long as it takes to agree the Liabilities and deal with all matters arising in this Arrangement. This period is estimated to be no longer than 12 months.

17 Dividends and Distributions - Rule 1.3(2)(f)

As previously intimated under the terms of the proposed CVA there is no prospect of a dividend to preferential or unsecured creditors.

18 Creditor erroneously omitted from notice of this proposal - Rule 1.3(2)(fa) and Section 5(2)(b)(ii) of the Insolvency Act 1986.

18.1 If approved, this Arrangement will bind all creditors entitled to vote at the meeting of creditors whether or not the creditor was present or represented at the meeting.

18.2 The Arrangement will also bind any person who would have been entitled to vote if they had received notice of the meeting. Whilst all proper steps have been taken by the Administrators to identify in the statement of affairs all creditors, if anyone has been omitted in error from receiving notice, they will nonetheless be bound by the approved Arrangement.

7

19 Nominee's Fees - Rule 1.3(2)(g)

19.1 In accordance with the Administrators' Proposals, which were made available to all known creditors on 26 July 2013, creditors were required to intimate any proposed Nominees prior to the approval of the Joint Administrators' Proposals (which were approved at the meeting of creditors held on 12 August 2013).

19.2 As no such actions was taken by any creditor Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 5HD shall act as Joint Nominees and Joint Supervisors of the CVA (pursuant to the terms of the Joint Administrators' Proposals).

19.3 The Joint Nominees and Joint Supervisors are qualified to act as Insolvency Practitioners.

20 Supervisors' Remuneration - Rule 1.3(2)(h)

20.1 The Supervisors shall be entitled to be remunerated (in accordance with SIP 9) on the basis of the time they, and their staff, properly spend in attending to matters arising under this Arrangement, plus VAT, and their disbursements and VAT. The Supervisors' remuneration and disbursements (including for the avoidance of doubt, legal fees) will be a first charge on the Company's assets and have regard to the following matters:

the complexity of the case;

any respect in which, in connection with the Company's affairs, there falls on the Joint Supervisors any responsibility of an exceptional kind or degree;

the effectiveness with which the Joint Supervisors appear to be carrying out, or to have carried out, their duties as such; and

the value and nature of the assets with which they have had to deal.

The Supervisors can draw their fees and expenses upon the prior written consent of the Secured Creditor. A creditor's guide to Supervisors' fees is attached at Appendix 6.

20.2 The Supervisors' disbursements policy is set out at in a document attached to this proposal at Appendix 9. Disbursements include specific costs met by the Supervisors in respect of the insolvent estate where payment has been made to a third party. The Supervisors will report annually (or as and when relevant) in respect of disbursements drawn in respect of the Arrangement.

21 Guarantees given by Third Parties for the Arrangement - Rule 1.3(2)(i)

No guarantees are to be given by any third parties in respect of this Arrangement.

22 Funds in the Arrangement - Rule 1.3(2)(j)

The Joint Supervisors shall open a bank account in their name under the style of "The Joint Supervisors of Heart of Midlothian plc". Any funds which in the opinion of the Joint Supervisors are not required for the immediate purpose of the Arrangement may be invested in such a manner as the Joint Supervisors see fit.

23 Unclaimed Dividends - Rule 1.3(2)(k)

23.1 If any final dividend remains unclaimed or unpaid when the Supervisors issue their notice that the Arrangement has been fully implemented:-

8

(a) The Supervisors shall give 15 days' notice to the creditors where dividends remain unpaid of their intention that, at the expiry of that period, they shall pay the amounts thereof to the Company together with a list of the persons to whom they are payable;

(b) The Company shall not remain liable to the creditors concerned for the amounts of such dividends; and

(c) The Supervisors shall have no further duties, obligations or liabilities to those creditors.

23.2 As there shall be no dividends paid to preferential or unsecured creditors under the terms of the Agreement the above noted provisions shall not be relevant.

23.3 It is the responsibility of creditors to keep the Supervisors informed of their current address.

23.4 If the Supervisors issue a Certificate of Default (see paragraph 32), the above will apply, save that any remaining sum under 23.1(a) shall be paid to any subsequently appointed Liquidator.

24 Future Business - Rule 1.3(2)(1)a(m)

24.1 During the period from the approval of the CVA to the transfer of the majority shareholding the Joint Administrators will continue to trade the Club and costs incurred will be a cost of the Administration and payable out of the assets of the Club.

24.2 No credit facilities, other than normal trading terms of credit, are required for the duration of the Arrangement. However, if credit facilities are required they will not form part of the Arrangement.

25 Powers and Functions of the Supervisors - Rule 1.3(2)(n)

25.1 Each of the creditors and the Club irrevocably authorises the Joint Supervisors to carry out all acts and to exercise all discretions, authorities and powers and duties conferred on them by, or reasonably incidental to, this Proposal in order to facilitate the implementation of the Arrangement.

25.2 The Joint Supervisors shall have no duties or responsibilities, save those expressly set out in this Proposal or otherwise imposed by the provisions of the Act and the Rules. Subject to any directions of the Court, the affairs, business and property of the Club shall continue to be managed by the Joint Administrators until such time as they resign their appointment as such and thereafter by the Club's management.

25.3 Each of the creditors and the Club agree and acknowledge that the Joint Supervisors are not subject to and shall not assume any fiduciary or other special responsibilities to the creditors or the Club.

25.4 The duties and powers of the Supervisors in relation to this Arrangement are as follows:

(a) The Supervisors are to receive the sums provided in the proposal, to agree liabilities directly with the creditors and to distribute funds in accordance with the provisions outlined above;

(b) The Supervisors have power to bring, institute or defend any action or legal proceedings in the name of and on behalf of the Company or in their own name relating to the conduct of the Arrangement including the recovery of any debts due to the Company and to employ solicitors and Counsel at the expense of the

9

Arrangement. The costs arising (including any adverse costs) shall be included as Supervisors disbursements;

(c) The Supervisors have power to employ agents, solicitors and any persons so required to assist in the realisation, sale and disposal of assets. The costs arising shall be included as Supervisors' disbursements. The Supervisors may act on the opinion and advice of or any information obtained from their agents etc and shall not be responsible for any loss occasioned by so acting, whether such opinion, advice or information howsoever conveyed or purporting to be conveyed contains some error or shall not be authentic;

(d) The Supervisors are to act jointly and severally and anything required to be done by the Supervisors may be done by any one Supervisor; and

(e) The Supervisors may call meetings of the creditors to ascertain the creditors' wishes or consider any variation to this proposal following commencement of this Arrangement, subject to the following:-

Rules 1.13 to 1.17, 7.21 and 7.22 will apply in relation to future meetings of creditors, and any postal votes, subject always to Section 7 of the Act.

The Supervisors may seek to obtain postal agreement of the creditors to a resolution by sending to the creditors a copy of the proposed resolution, set out in such a way that agreement with, or dissent from, each separate resolution may be indicated by the recipient on the copy so sent. A resolution to approve the proposal or any modifications is deemed to be carried if in excess of a three quarter majority in value of those returning the resolution have voted in favour of the resolution.

The Supervisors may, after acceptance of the proposal, obtain agreement of the creditors at a meeting to any resolution. A resolution at any meeting is deemed to be carried if passed by a majority in value of creditors present in person or by proxy and voting.

One of the Supervisors, or a person nominated by them, will be the Chairman of any meeting hereunder.

26 Details of the Supervisors - Rule 1.3(2)(o)

The Supervisors shall be Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen, who are authorised by the Institute of Chartered Accountants in Scotland, Institute of Chartered Accountants in England a Wales and Institute of Chartered Accountants in England a Wales respectively. All of whom are Licensed Insolvency Practitioners of Messrs BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 5HD who are qualified to act as Insolvency Practitioners in relation to the Company.

27 Application of EC Regulation on Insolvency Proceedings - Rule 1.3(2)(p)

The EC Regulation on Insolvency Proceedings (No.1346/2000) will apply in respect of this Voluntary Arrangement and these proceedings will be the main proceedings as provided by Article 3 of the aforesaid Regulation.

28 Creditors' Committee

28.1 The Creditors' Committee formed by the Administrators will also act as the Committee under the terms of this Proposal.

10

28.2 The Rules relating to the Creditors Committee in a Liquidation shall apply to the Arrangement with the modifications necessary to apply those rules to a CVA.

28.3 The Committee will assist the Supervisors in discharging their functions and will act in such manner as may be agreed from time to time. The Committee will have the authority to approve, on behalf of all creditors, steps taken or to be taken by the Supervisors, but not including any substantive variations to the Arrangement which will require approval of creditors in accordance with this proposal.

28.4 The provisions of Rules 4.40 to 4.65 (relating to a Creditors' Committee in Liquidations) shall (save so far as they are inconsistent with the proposal) apply to the Arrangement as if it were a Liquidation and to the Supervisors as if they were Liquidators, except that no certificates of constitution or amendment of the Committee shall be filed in the Court or with the Registrar of Companies or The Accountant in Bankruptcy.

29 Records

The Joint Supervisors shall observe the requirements of Rule 1.21 of the Insolvency (Scotland) Rules 1986 with regard to the records kept by them and records to be issued from time to time to various persons set out in that Rule.

30 Variation

30.1 The Joint Supervisors may at any time convene General Meetings of the Company and the creditors for the purpose of varying the Arrangement. The notice of the meeting shall set out the proposed variation and be accompanied by the Joint Supervisors' report on the reasons for the variation and its expected effect.

30.2 So far as is possible, the meeting shall be conducted in accordance with Section 4 of The Insolvency Act 1986 and Rules 1.13 to 1.17 of The Insolvency (Scotland) Rules 1986 except that:

references to the Proposals shall be taken as references to the proposed variation;

references to the Nominee shall be taken as references to the Supervisor;

modifications may not include one intended to replace the Supervisor;

creditors' claims shall be calculated as at the date the Company went into Administration;

references to 14 days notice shall be read as 7 days notice or such period as the Joint Supervisors shall in their absolute discretion determine.

31 End of Arrangement

The Arrangement shall continue in full force and effect until the Joint Supervisors issue a certificate stating that:

the actions and matters contemplated by the Proposal have been completed and the purposes (if any) for which the Arrangement is expressed to have been made have been fulfilled (a Completion Certificate); or

the Joint Supervisors are of the opinion that there is no reasonable likelihood of the matter contemplated by the Arrangement being implemented or satisfied as there has been a breach of the Arrangement (a Certificate of Default).

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32 Default

32.1 In the event that, in the opinion of the Supervisors:

there has been any material breach of the terms of the Voluntary Arrangement;

any act has occurred which has frustrated the implementation of the Arrangement;

any transaction not disclosed by the Club and which is open to attack under Sections 242 (gratuitous alienation), 243 (unfair preference), 244 (extortionate credit transactions) and/or 245 (avoidance of certain floating charges) is discovered;

32.2 In such circumstances the Supervisors shall issue a Certificate of Default and serve the same upon the Company and creditors bound by the Arrangement.

32.3 The issue of a Certificate of Default shalt:

not release the Company from any obligations or undertakings under the Arrangement, and

not prejudice the Supervisors right to exercise any powers under the Arrangement, and

not prejudice the collection and distribution of the funds under the Supervisors' control in accordance with the terms of the Arrangement.

32.4 Following the issue of a Certificate of Default the Supervisors shall petition for the Company's Winding Up, provided there are sufficient funds within the Arrangement to do so. Upon the issue of a Certificate of Default the Arrangement shall terminate and be of no further effect. Any implied trust or other trust created by this Proposal will terminate subject to the trust clause in this Proposal dealing with the Joint Supervisors' fees and expenses.

32.5 If the Joint Supervisors issue a Certificate of Default and do not have sufficient funds to issue Winding Up proceedings then they will write to all creditors bound by the Arrangement with an estimate of the costs involved to petition, inviting creditors to fund the winding up proceedings. If creditors do not provide funds or do not confirm that funds will be made available within 30 days, the Joint Supervisors will circulate creditors with notice of the fact that the Arrangement has terminated and that they have no further obligations.

32.6 If, during the currency of the Arrangement any creditor or the Joint Supervisors obtain a Winding Up Order against the Company, the trust clause in this Proposal dealing with the Joint Supervisors' fees and expenses shall remain valid despite the Arrangement having failed.

32.7 On the date of termination of the Arrangement, the Joint Supervisors are released by each creditor from all liabilities and obligations in respect of acts and omissions of them or otherwise in relation to their conduct as Joint Supervisors. Each creditor shall and hereby does waive all claims or rights which they may have against the Joint Supervisors in respect of such matters.

33

Vacancy in the office of Supervisor

33.1 Where there are Joint Supervisors and a vacancy arises in respect of one of the Supervisors through death, retirement, resignation or ceasing to be qualified to act as a Supervisor, the remaining Supervisor(s) shall continue to act as a sole Supervisor(s).

12

33.2 Without prejudice to Section 7(5)Et(6) of the Act, if for any reason whatsoever a vacancy arises in the office of a sole Supervisor the creditors may fill the vacancy at a meeting called for that purpose, such meeting to be called by:

the Company, (acting by its Administrators).

any creditor.

any person acting as a committee member's representative under a power of attorney.

any person who was in partnership with the Supervisor immediately before the vacancy occurred.

33.3 Such a meeting must be chaired by a person qualified to act as an insolvency practitioner, or a partner or senior employee of the former Supervisor's firm experienced in insolvency matters.

33.4 Any resignation by a Supervisor shall not take effect until a replacement Supervisor is appointed under these provisions or by the court.

33.5 Where a Supervisor is replaced (whether the replacement is single or multiple) there shall be deemed to be continuation in office for all purposes under the arrangement save that a successor Supervisor shall not be personally liable for the negligence, breach of contract, dishonesty, acts or omissions of any former Supervisor.

34 Trust

All assets available within this Arrangement of whatever nature, description or location shall remain vested in the Company. We declare that the Company will hold all such assets and any other assets to which it shall have become entitled hereafter (and any rights and privileges attaching thereto) on trust for the creditors bound by this Arrangement, subject to its terms and we will, if and when called upon to do so, transfer such assets to the Supervisors.

35 Windfall

The Company will inform the Supervisors if it receives, or becomes entitled to, any windfall gain or assets or property (of whatever nature) which are not included in the Arrangement, for the period of its duration. Such assets or property will be subject to the Arrangement and available to the Supervisors for distribution to the creditors. Any costs connected with and/or tax liability in respect of such items, will be a first charge on the assets/property or realisations of the same, as the case may be.

36 Tax Returns

36.1 All outstanding accounts, tax returns and any other information or explanations required by the Inspector of Taxes will be provided within six months of the approval date so that any estimated liabilities can be adjusted for the benefit of other creditors and to enable the HM Revenue Et Customs (the Revenue) to lodge a final claim for the actual liability. If, within six months of the approval date, the Company has not co-operated in this respect the Supervisors will accept all estimated assessments from the Revenue for dividend purposes.

36.2 The Supervisors will inform the Company of any interest received on funds held by the Supervisors under this arrangement and the Company will be responsible for payment of all tax liabilities thereon.

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36.3 Post Arrangement liabilities shall be paid in full as and when they become due and the Crown will retain the right to commence winding up proceedings in respect of any post Arrangement liability which remains unpaid.

36.4 Any tax repayments arising which relate to the period prior to the approval of the Arrangement shall be offset against the Revenue's claim in the Arrangement. Any repayments relating to the period after approval of the Arrangement shall be offset against post Arrangement tax debts - any remaining surplus shall be offered to other Crown departments before being repaid to the Supervisors for the benefit of Arrangement creditors.

36.5 The Company will complete any outstanding VAT returns, as at the date of the approval of this Arrangement. Post Arrangement VAT returns and accounting will take place in accordance with the requirements of HM Revenue Et Customs.

37 Release of Liabilities

37.1 The creditors shall not, upon the proposal being accepted by them in accordance with the Act, commence or continue any steps, action, proceedings, execution or other legal proceedings. Furthermore, no distress may be levied by the creditors against the Company for the recovery or payment of any debts or liabilities owed to them at the date of the meeting of creditors and they shall only be entitled to receive such dividends as may be distributed by the Supervisors in accordance with this proposal.

37.2 The creditors shall, upon the successful implementation of the Arrangement, release the Company from all such debts, obligations and liabilities and the landlord of any lease shall, subject to his agreement, accept a surrender of such lease at any time after the date of the meeting of creditors if so required to do so by the Supervisors but this shall not of itself prohibit the Supervisors from admitting a claim for future rent for voting or for dividend purposes as if no surrender has been or were to be made as the case may be.

38 Ambiguity

Where any part of these conditions incorporates any provisions of the Act or Rules and such condition gives rise to an ambiguity or inconsistency, then the Supervisors shall within their absolute discretion resolve such ambiguity or inconsistency as they shall think fit and the exercise of such discretion shalt not be open to any challenge by legal proceedings or otherwise by any creditor bound by the Arrangement or by the Company or by any person on their behalf.

39 Third Parties

The Company's release as referred to in clause 37 above shall not prevent any of the creditors from suing or recovering payment from any of the persons who may have become in any manner liable for payment of any debts of the Company but the creditors shall be entitled to all their remedies against such persons in the same manner as if this proposal and approval had not been made and given.

40 Exclusion Clause

The Supervisors shall not, with regard to any power or discretion set out herein (provided they have not acted fraudulently), be responsible for any loss, damage, liability or expense that may result from the exercise of any power, obligation or discretion and in particular they shall not be bound to act at the request or direction of creditors under any provision in this Arrangement unless they are first indemnified to their satisfaction against any proceedings, claims and demands for which they may become liable for all costs, expenses and liabilities incurred thereby.

14

41 Modifications

In the event that this proposal is modified by creditors, either at a meeting of creditors or at any other time, then in the event of any conflict between those modifications and the proposal, the modifications will prevail.

Bryan Alan Jackson Joint Administrator Heart of Midlothian plc

Bryan Alan Jackson, James Bernard Stephen and Trevor Nigel Birch of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 51-ID were appointed Joint Administrators on 19 June 2013. The business and assets of the Company are

now managed by the Joint Administrators. The Joint Administrators act as agents of the Company, without personal liability.

Bryan Alan Jackson is authorised to act as an insolvency practitioner by the Institute of Chartered Accountants of Scotland. Office holder number 5194. Jams Bernard Stephen is authorised to act as an insolvency practitioner by the

Institute of Chartered Accountants of England Et Wales. Office holder number 9273. Trevor Nigel Birch is authorised to act as an insolvency practitioner by the Institute of Chartered Accountants of England Et Wales. Office holder number

8086.

15

APPENDIX 1

DEFINITIONS TO THE PROPOSAL

Definitions

1 Paragraph headings in the proposal are inserted for convenience only and shall not affect the construction of this proposal.

In the proposal, unless the context otherwise requires:

2 References to paragraphs and appendices are to be construed as reference to the paragraphs of and appendices to the proposal.

3 References to any person shall be construed as references to that person or that person's successor in title.

4 References to "the Company" or "the Club" shall mean Heart of Midlothian plc - In Administration.

5 The Insolvency Act 1986 ("the Act")

The Insolvency (Scotland) Rules 1986 ("the Rules")

References to "Parts", "Sections", "Rules", and "Schedules" are references to the Parts, Sections and Schedules of the Insolvency Act 1986 and the Rules of the Insolvency (Scotland) Rules 1986, as amended.

6 Creditors

Shall refer to unsecured, preferential and secured creditors

7 the Joint Administrators/Administrators

Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH 12 5HD

8 the Effective Date

For the purpose of the calculation of claims by Creditors in relation to the CVA is 19 June 2013, this being the date of appointment of the Joint Administrators

9 CVA/the Arrangement

The Arrangement means the terms of the Company Voluntary Arrangement ("CVA") approved by the creditors provided by this proposal and appendices, as may be modified by the agreement of the creditors.

10 FoH

Foundation of Hearts, who have been named 'preferred bidder' in respect of the sale of the Club.

11 the SPFL

The Scottish Professional Football League

12 the SFA

The Scottish Football Association

1

13 Joint Nominees, Joint Supervisors

Bryan Alan Jackson, Trevor Nigel Birch and James Bernard Stephen of BDO LLP, Citypoint, 65 Haymarket Terrace, Edinburgh, EH 12 5HD all being qualified to act as insolvency practitioners in relation to the Company.

The expression "Supervisor shall mean Supervisors where more than one person has been appointed Supervisor and where more than one is appointed and the Supervisors will act jointly and severally. Similarly, where only one person is appointed Supervisor, the expression "Supervisors'. shall mean the sole Supervisor. The expression Supervisor includes any successor in the title whether appointed by the court or under the provisions of the arrangement.

14 Preferential Creditor

Any Creditor of the Company whose claim was preferential within the meaning of Section 386 of the Insolvency Act 1986, as amended by the Enterprise Act 2002, whether the claim may be present, future, contingent or prospective.

15 ABUB/BAB Ukio Bankas

This being AB Ukio Bankas in bankruptcy administration of the Lithuanian court. Holder of a post Enterprise Act floating charge over the business and assets of Heart of Midlothian plc, and a Standard Security over the property at Tynecastle Stadium.

16 UBIG

Being Ukio Bankas Investicine Grupe plc, the holder of 50% of the Club's shares.

17 Proceedings

"Proceedings" shall mean proceedings under Part I of the Act.

18 Creditors, Security etc

"Creditor" and "security" etc and related expressions are to be construed in accordance with Section 248 of the Act ("Secured Creditor", etc). Secured creditors holding security shall rely on the value of their security (unless surrendered) and not participate in any distribution under the arrangement except to the extent of any shortfall.

19 Preferential

"Preferential shall mean any debt or claim to creditors defined in Section 386 (categories of preferential debts) and "preferential creditor is to be construed accordingly.

20 Unsecured

"Unsecured" means any debt or claim where there is no security, nor is it preferential and "unsecured creditor" is to be construed accordingly. Such debts shall be provable up to the relevant date.

21 Priority of liabilities

Preferential claims shall enjoy the priority specified in Section 175 of the Act, thereafter unsecured creditors shall rank equally amongst themselves and if there are insufficient assets to meet them, they shall abate equally.

2

22 Proof of Debt

22.1 For the purposes of participating in a distribution creditors shall prove their debts.

22.2 The proof of any debt or claim due by the company to a preferential, secured or unsecured creditor, and the admission or rejection of any proof shall take place in accordance with Rules 4.15 to 4.17 inclusive. If a creditor is dissatisfied with the Supervisors decision in relation to the admission or rejection of the creditors claim, the proving creditor must notify the Supervisors within 30 days and may refer its complaint to the creditors by way of a meeting or by way of a postal resolution as set out in the proposal. If there is no majority decision, the Supervisors' decision shall be deemed to have been confirmed.

23 Valuation of Security

23.1 The provisions of Rules 4.15 to 4.17 shall apply, unless agreed to the contrary by the Supervisors.

23.2 A secured creditor who has put a value on his security or has voted in respect of the unsecured element of his claim may, if agreed with the Supervisors, re-value his security. Rules 4.15 to 4.17 shall apply where there is no agreement.

24 Dividend

24.1 Rules 4.66 to 4.68 (payment of dividend) shall apply, with the exclusion of 552 a 53 of the Bankruptcy (Scotland) Act 1986.

The "insolvent" means the Company \the Club and "creditor" means those creditors bound by the Arrangement.

25 Expenses

25.1 The expenses of the Arrangement shall comprise:

(a) the fees of any solicitors appointed by the Nominee, or of any solicitor whose appointment by the Company for the purposes of the application for the Arrangement is agreed to by the Nominee;

(b) the amount to be paid to the Nominee by way of remuneration, disbursements and out of pocket expenses (however these have already been paid by the Company);

(c) tax payable on interest earned by funds under the control of the Supervisors or tax on any assets realised and any costs or expenses allowable to or by the Supervisors under these proposals;

(d) legal or agent's fees and any adverse costs of legal action incurred by the Supervisors;

(e) the remuneration, disbursements and out of pocket expenses of the Supervisors; and

(f) those as provided in Rule 1.22.

26 Associate

"Associate shall be construed in accordance with Section 435.

3

27 Assets

"Assets" shall mean all of the Company's assets wherever located regardless of whether they are included in the Company's statement of affairs. Assets do not include any items, funds or undertaking owned or given by any third party.

4

APPENDIX 2

STATEMENT OF AFFAIRS

Insolvency Act 1986

Heart of Midlothian plc Estimated Statement Of Affairs as at 19 June 2013

Book Value Estimated to Realise

ASSETS Tynecastle Stadium (1.) 13,750,000.00 Uncertain AB Ukio Bankas (2.) (15,488,290.00) Deficiency c/d (15,488,290.00)

Fixtures & Fittings/Memorabilia (3.) 2,307,000.00 54,000.00 Leasehold Property (4.) 2,148,000.00 NIL Book Debts (5.) 426,437.00 110,000.00

164,000.00

LIABILITIES PREFERENTIAL CREDITORS:- Insolvency Service (6.) 26,600.00 Employees Wage Arrears (7.) 57,000.00 Employees Holiday Pay (8.) 5,000.00

88,600.00 75,400.00

DEBTS SECURED BY FLOATING CHARGE PRE 15 SEPTEMBER 2003 OTHER PRE 15 SEPTEMBER 2003 FLOATING CHARGE CREDITORS

NIL 75,400.00

Estimated prescribed part of net property where applicable (to carry forward) 18,080.00 57,320.00

DEBTS SECURED BY FLOATING CHARGE POST 15 SEPTEMBER 2003 Deficiency b/d 15,488,290.00

15,488,290.00 (15,430,970.00)

Estimated prescribed part of net property where applicable (brought down) 18,080.00 18,080.00

Unsecured non-preferential claims (excluding any shortfall to floating charge holders) Trade & Expense Creditors (9.) 1,165,030.00 Employees (10.) 58,500.00 Insolvency Service (11.) 50,000.00 HM Revenue & Customs (12.) 1,881,066.00 Loan from Supporter Trust (13.) 5,000.00 UAB Ukio Banko Investicine Grupe (14.) 8,151,497.00 Milson Capital Corp (15.) 1,223,989.00 Ensco 165 ltd (16.) 509,464.00 Football debt (17.) 535,180.00

13,579,726.00

Page 1 ol 3 05 November 2013 08:43

Insolvency Act 1986

Heart of Midlothian plc Estimated Statement Of Affairs as at 19 June 2013

Book Value Estimated to Realise

Estimated deficiency/surplus as regards non-preferential creditors (excluding any shortfall in respect of F.C's post 14 September 2003) (13,561,646.00)

Shortfall in respect of F.C's post 14 September 2003 (brought down) (28,992,616.00)

Issued and called up capital Ordinary Shareholders (18.) 14,691,935.00

TOTAL SURPLUS/(DEFICIENCY)

Notes

14,691,935.00 (43,684,551.00)

1. The Joint Administrators instructed Jones Lang LaSalle ("JLL") to provide a valuation of Tynecastle Stadium. So as not to prejudice the current sale process, the valuation provided by JLL has been excluded from this report. The Book Value is based on 2012 statutory accounts.

2. UAB Ukio Bankas Investicine Grupe ("UBIG") held a standard security over the property at Tynecastle Stadium, created on 18 March 2011, registered 5 April 2011. UBIG also held a floating charge over the assets of the Company, created on 4 February 2011 and registered on 10 February 2011. On 6 December 2012 an agreement was executed whereby the floating charge and the standard security in favour of UBIG were assigned to AB Ukio Bankas ("ABUB"). In addition to this UBIG provided ABUB with a share pledge whereby 43,341,208 of UBIG's shareholding in the Company were transferred to ABUB.

3. The Joint Administrators have instructed Manning & Elder to provide a valuation for the Fixtures & Fittings and Memorabilia. Book Value is based on the 2012 Statutory accounts.

4. The Company has a leasehold interest in the training ground facility at Riccarton, Heriott Watt University. A Nil value has been assumed for this. Book Value based on 2012 Statutory accounts.

5. Book debts figure is based on the books and records of the Company. The estimated to realise figure is based upon the anticipated potential recoverability of the sums outstanding.

6. The Insolvency Service are still to submit a formal claim. The provision is based on the redundancies to date in line with the capped statutory allowance.

7. Employee wage arrears consist of the sums due to employees in excess of the Insolvency Service's payments. This also includes sums due to the retained employees in respect of their unpaid wages, subject to statutory limit.

8. Holiday pay is estimated based on information provided by the Company.

9. Attached is a list of unsecured creditors which has been obtained from the Company's books and records as at the date of the Joint Administrators' appointment.

10. This is the estimated unsecured element of the employees' claims, subject to formal adjudication.

11. This is the estimated unsecured element of the Insolvency Service's claim, subject to formal adjudication.

15,430,970.00

Page 2 of 3 05 November 2013 08:43

12. HM Revenue & Customs ("HMRC") debt consists of outstanding PAYE, NIC and VAT. This is in line with the formal claim received from HMRC.

13. Heart of Midlothian Shareholder Association gave the Company a short term loan of 5,000 to pay players' wages last season which remains outstanding.

14. This relates to various loans made to the Company and as UBIG's security was assigned to ABUB, the debt is unsecured. The outstanding balance has been taken from the Company's books and records.

15. This represents a loan to the Company provided to pay the players' wages. It was assigned to Milson Capital Corp in March 2013. The balance includes 352,878 which has been converted to Sterling as at the date of appointment.

16. From investigations to date, it is unclear as to whether this sum is actually due by the Company. The matter will be clarified in due course.

17. The football debt relates to players' arrears of wages as at the date of Joint Administrators' appointment, together with the balance of wages due to the redundant players under the terms of their contracts. It also includes sums due to other football clubs and the football authorities as at the date of appointment.

18. This represents 146,991,350 ordinary shares at 10p. This shareholding figure is prior to the share issue of October 2012.

Page 3 of 3 05 November 2013 08:43

APPENDIX 3

LIST OF KNOWN CREDITORS

BDO LLP Heart of Midlothian nit B - Comnanv Creditors

Key Name Address

CA04 Al Minibus & Coach 577 Wellesley Road, Methil, Fife, KY8 3PD 100.00 CA05 ADT Fire and Security plc Cash Allocations Dept, PO Box 352, Manchester, M16 9XY 1,033.00 CA07 Arnold Clark Finance Ltd St. Georges House, 163 St. Georges Road, Glasgow, G3 6LB 24,385.09 CA08 Alan Dick 5 Sinclair Place, Falkirk, Stirlingshire, FK2 7QR 50.00 CA09 Alasdair Fraser ARF Turf Services, 26 Merchiston Mews, EDINBURGH, EH10 4PE 528.00 CAOB AllStar Business Solutions PO Box 1463, Windmill Hill, SWINDON, SN5 6PE 100.00 CAOC Alexander Szatmari 12 Rue d'Echtemach, L-6617, Wasserbillig/Luxembourg 9,100.00 CAOD AB Ukio Bankas 0/0 lark Grunte Sutkiene , Didzioji 23, LT-01128 Vilnius, Lithuania 15,488,290.92 CB02 Baltic Clipper Gedimino pr. 64-62, LT-01111, Vilnius, Lithuania 631.16 CB03 Bank of Scotland Merchant Services, Basildon House, Christopher Martin Road, Basildon, Essex, SS14 100.00

9AA CB04 Bank of Scotland Thistle House, City Road, Chester, Cheshire, CH88 3AN 970.86 CB05 Beswicks Sports Ltd 3,000.00 Sigma House, Lakeside, Festival way, Festival park, Stoke on Trent, Staffordshire, ST1

5RY CB06 BOO Gases Customer Service Centre, PO Box 12, Priestley Road, VVorsley, Manchester, M28 2UT 490.20 CB07 British Red Cross Shared Service Centre, 3rd Floor, 1 Smithhills Street, Paisley, PA1 lEA 76.32 CB08 British Telecommunications Telephone Payment Centre, Durham, DH98 1ST 3,024.36 CB09 BT Global Services PP M3042 Z, Colindale House, The Hyde, London, NW9 6LB 67.50 CBOA British Gas Business Payment Area 60, Camberley, GU95 lAW 589.00 CBOC BruceRae Property Management 110b St Stephen Street, Edinburgh, EH3 5A0 442.10 CBOD Business Line UAB Rinktines g 3/Seimyniskiu g 11, Vilnius 204,143.37 OBOE BMI Healthcare Ltd 0/0 Icon Collections International Ltd, Excel House, 133 Homesdale Road, Bromley,

Kent, BR2 9LE 790.00

CCO3 Cable & Wireless Communication PO Box 815, Milton Keynes, MK3 5JP 2,198.42 0004 Mr James Calder 1,411.00 Medical & Billing Collection, Bell Lane Office Village, Bell Lane, Little Chalfont, Bucks,

HP6 6GL

[The creditor listing has been updated to reflect actual claims received to date. Where no claims have been received, anticipated sums due are based on the information obtained from the Company's records (per the Statement of Affairs)]

Page 1 of 8

PS SQL Ver. 2013.03 41583

BDO LLP Heart of Midlothian olc

- Company Creditors

Key

CCO5

Name

Cameron Presentations Ltd

Address

Burnfield Road, Giffnock, Glasgow, G46 7TH 4,625.00 CCO6 Campbell Medical Supplies Unit 2, Victoria Estate, Violet Street, Paisley, PA1 1PA 100.00 CCO8 Cardiac Services The Acumen Centre, First Avenue, Poynton 152.40 CCO9 Charlie Irons Coaches Ltd 44 Baberton Crescent, Edinburgh, EH14 5BP 100.00 CCOA Chamic Peter Johnston, Gorgie Road, Edinburgh 100.00 CCOB Childcare Vouchers Ltd 50 Vauxhall Bridge Road, London, SW1V 2RS 100.00 CCOC II Clocco Fraz. Castelvecchio, Pascoli, 55051, Barga (LU), Italy 11,468.51 CCOD Citroen UK Ltd 221 Bath Road, Slough, Berkshire, SL1 46A 5,232.50 CCOE Clearwater Technology Ltd 22 Langlands Avenue, Kelvin South Business Park, East Kilbride, Scotland, G75 OYG 5,156.80 CCOF Clouds 18 Forth Street, EDINBURGH, EH1 3LH 6,870.00 CCOG Coerver Coaching Scotland Centrex House, 1 Simpson Parkway, Kirkton Campus, Livingston, EH54 7BH 948.73 CCOH Concept Group Ltd Concept House, Fairbaim Road, Livingston, West Lothian, EH54 6TS 841.95 COO' Copymade Ltd 3 + 3A West Maitland Street, EDINBURGH, EH12 5DS 100.00 CCOJ Corona Energy Retail 2 Ltd Edward Hyde Building, 38 Clarendon Road, Watford, WD17 1JW 29,720.79 CDOO The Insolvency Service Ladywell House, Ladywell Road, Edinburgh, EH12 7UR 0.00 CD01 D J Alexander 52-54 Dundas Street, EDINBURGH, EH3 6QZ 6,323.03 CD02 David Cameron 99 Camus Avenue, EDINBURGH, EH10 6QY 110.00 CD03 Miss Amal Daher 512 Guardianswood, Edinburgh, EH12 6PG 120.00 CD04 Dataserve UK 19 Hawick Street, Yoker, GLASGOW, 013 4EN 160.99 CD05 DC Lighting Services 1C Ainslie Street, West Pitkerro Ind. Estate, DUNDEE, DDS 3RR 543.60 CD06 DJB Fire & Safety Training 1 Glendinning Way, Kirkliston, EH29 9HH 48.00 0007 Duffield Harrison LLP Rathmore House, 56 High Street, Hoddesdon, Hertfordshire, EN11 SEX 1,816.68 CD08 Daisy Communications Daisy House, 16 Lindred Road, Lomeshaye Industrial Estate, Nelson, Lancs, BEG 5SR 1,474.24 CE01 Ensco 165 ltd Exchange Tower, 19 Canning Street, Edinburgh, Midlothian 509,464.22 CE02 Eamonn Collins 55 Woodford Downs, Clondalkin, Dublin, D22 5,000.00 CE03 Edinburgh Chamber of Commerce Capital House, 2 Festival Square, Edinburgh, EH3 9SU 674.40 CE04 Elite Medicale Savanoriu, Pr. 235, Kaunas, Lithuania 229.86 CEOS Errington Associates 40 Colinton Road, EDINBURGH, EH10 5BT 100.00 CEOS Egidijus Valiauga Ausros st. 27-2, Kaunas, LT-44157 860.00 IThe creditor listing has been updated to reflect actual claims received to date. Where no claims have been received, anticipated sums due are based on the information obtained from the Company's records (per the Statement of Affairs)]

Page 2 of 8 IPS SQL Ver. 2013.03 41583

BDO LLP Heart of Midlothian nle B - Comoanv Creditors

Key Name Address

CE07 Equinti Limited Highdown House, Yeoman Way, Worthing, BN99 6DA 0.00 CF01 Fife Imaging Associates 21 Braebum Drive, Currie, EH14 6AQ 900.00 CF02 Fountain Court Apartments 1 Lower Gilmore Bank, Edinburgh, EH3 9QP 100.00 CGOO GE Capital Solutions 2630 The Quadrant, Aztec West, BRISTOL, B532 4GQ 307.00 CGO1 John Gibson 150 Kingsknowe Road North, EDINBURGH, EH14 2EE 2,520.00 CGO2 14 Albany Street, Edinburgh, EH1 3QB 100.00 Glenham Property CGO3 Graeme Rankin Sports Mgmt Ltd 86 St Andrews Drive, Bridge of Weir, PA11 3JD 12,000.00 CG04 Green Star Media Ltd Meadow View, Tannery Lane, Bramley, Guildford, Surrey, GUS OAB 77.00 CG05 Greentech (Sportsturf) Ltd Block 5 Unit 1, Bandeath Ind Est, Throsk, Stirling, FK7 7NP 1,056.00 CGO6 G4S Secure Solutions (UK) Ltd The Manor, Manor Royal, Crawley, West Sussex, RH10 9UN 12,087.57 CG07 GroupCall Limited The Estate House, 201 High Road, Chigwell, Essex, IG7 5BJ 175.35 CHOO HM Revenue & Customs - VAT National Insolvency Unit, 5th Floor, Regian House, James Street, Liverpool, L75 1AD 646,851.66 CH01 HM Revenue & Customs Debt Management, Enforcement & Insolvency Service, Dunington Bridge House,

Barrington Road, Worthing, BN12 45E 1,881,065.58

CH03 Hectic Life 1 Townhill Road, Dunferrnline, Fife, 10'12 OQY 62.50 CH04 HBJ Gateley Wareing Exchange Tower, 19 Canning Street, Edinburgh, EH3 8EH 44,312.27 CH05 Heriot Watt Sports Village Ltd Finance Office, Lord Balerno Building, Riccarton, Edinburgh, EH14 4AS 5,125,528.00 CH06 Highlander Kilt Hire Ltd 17b Almondvale Centre, Livingston, EH54 6NB 430.00 CH07 Hitachi Capital (MI Finance) Kiln House, Kiln Road, Newbury, Berkshire, RG14 2NU 7.03 CH08 Holiday Inn Aberdeen West West Hill Drive, WestHill, Aberdeenshire, AB32 6TT 55.00 CH09 Homespring Ltd Unit 10, 78 Albion Road, Edinburgh, EH7 5QZ 499.28 CHOB Heart of Midlothian Shareholder Association Malabar Cottage, 119 Redford Road, Edinburgh, EH14 5,000.00 C101 Impact Signs 139-143 Deerdykes View, Westfield Industrial Estate, Cumbemauld 6,469.50 C102 Interlux Ltd 10M Consulting Limited, Research Avenue North, Riccarton, Edinburgh, EH14 4AP 254.14 C103 Interface Environment Management Ltd, Lasswade House, 2 Lasswade Road, Edinburgh, EH16 6RZ 591.68 CJO1 James Armstrong & Co Ltd Ampere Road, Newbury, RG14 2AE 1,500.00 CJO2 Johnston Carmichael 7-11 Melville Street, Edinburgh, EH3 7PE 100.00

[The creditor listing has been updated to reflect actual claims received to date. Where no claims have been received, anticipated sums due are based on the information obtained from the Company's records (per the Statement of Affairs)]

Page 3 of 8 IFS SQL Ver. 2013.03 41583

BDO LLP Heart of Midlothian olc B - Company Creditors

Address

Lilac Cottage, Hanyburn Road, Lauder, Berwickshire, TD2 6PB 65 Ferrytield, Edinburgh 14 Carnoustie Place, Glasgow, 05 BPS Ir Beisbolo Klubas, Raudonvario pl, 93, LT-47180, Kaunas 35 Soho Square, LONDON, W1D 3QX Pramones pr. 4, LT-51329 Kaunas, Lietuva Vaci ut 99, H-1139 Budapest, Hungary Gedimino pr. 12a, LT-01103 Vilnius, Lithuania The Braidwood Motor Co Stadium, Aldershot Road, Livingston, EH54 7DN PO BOX 1959, Liverpool, L69 3JL The Causeway, Worthing, West Sussex, BN99 6DA Blake House, Hatchford Way, Birmingham, 826 3RZ Clarke Road, Bletchley, Milton Keynes, MK1 1ZR PO Box 321, Road Town, Tortola, British Virgin Islands 23 Anson Road, Victoria, Manchester, M14 5BZ FA Licensed Agent M091 Glenbum House, 21 Braeburn Drive, Edinburgh, EH14 6AQ Advanced Imaging Centre, Tavistock House, Tavistock Square, London, W1H 9LG 46 MacDowall Road, Edinburgh, EH9 3EG Recruitment Limited, 3rd Floor, Wellington House, 20 Queensmere, Slough, Berkshire, SL1 1DB Accounts Receivable, Pentland House, 47 Robb's Loan, Edinburgh, EH11 2NL Financial Services Centre, Evans Business Centre Mitchelston Drive, Mitchelston Ind Est, Kirkcaldy, KY1 3NB

[The creditor listing has been updated to reflect actual claims received to date. VVhere no claims have been received, anticipated sums due are based on the information obtained from the Company's records (per the Statement of Affairs)]

Page 4 of 8 IPS SQL Ver. 2013.03 41553

Key Name

CJO3

Jane Lofthouse Johnston CJO4 James Sandison CJO5 J Thomson Colour Printers CK00 Kauno Futbolo CK01

Key Sports Management Ltd CK02

Korelita CK03 KPMG Tanacsado Kft. CLO1

Lietuvos Rytas CLO2

Livingston Football Club CLO3

Liverpool Football Club CLO4 Lloyds TSB (Equinit) CLO5

Lex Autolease Ltd CLO7 LYCO DIRECT LIMITED CM03 Milson Capital Corn CM04 Ian Maclennan CM07 Tony McGill CMOS Dr Scott McKie CMOA Meriden Hospital CMOB Dr Andrew Murray CMOD Michael Page International

CNO1 NHS Lothian CNO2 NHS Fife

335.50 660.00 100.00

13,431.40 23,049.16 52,610.56 1,190.00

37.46 2,718.00

46,625.49 17,165.72 1,159.49

889.05 1,223,989.43

335.00 19,625.41

700.00 790.00 250.00 100.00

313.10 739.64

BDO LLP Heart of Midlothian olc B - Comnanv Creditors

Key Name Address

CNO3 North Lanarkshire Council PO Box 9060 (Broadwood), Civic Centre, Motherwell, ML1 1SH 100.00 CNO4 Northgate Vehicle Hire Ltd Norflex House, 20 Allington Way, Darlington, DL1 4DY 1,337.93 CNO5 Norwood Hall Hotel Garthdee Road, Aberdeen, AB15 9FX 100.00 CNO6 Nuffield Health Leicester Hospital, Scraptoft Lane, Leicester, LE5 1HY 4,645.00 C000 OG law firm Ltd Borgartuni 25, 105 Reykjavik, Iceland 5,000.00 C001 Orange PO BOX 330, Sales Ledger, Darlington, Co Durham, DL1 4FT 5,896.02 CP02 PHS Group plc Block B, Western Industrial Estate, Caerphilly, CF83 1XH 3,474.50 CP04 Paton Plant Limited Whistleberry Road, Hamilton, ML03 OEJ 3,290.00 CP05 Pendrich Height Services Ltd 78/82 Carnethie Street, Rosewell, Midlothian, EH24 9AW 5,866.68 CP06 Performing Right Society Ltd PO Box 2397, LONDON, W1A 2RU 13,995.37 CP07 Pitch International LLP 17 Brewhouse Lane, Putney Wharf, London, SW15 2JX 3,925.26 CP08 PPL Sport & Leisure Ltd 16 Dempster Building, Atlantic Way, Brunswick Business Park, Liverpool, L3 4BE 1,313.00 CP09 PPL 1 Upper James Street, London, W1F 9DE 4,133.51 CPOA Premier Sports Management International Limited, 60 Hill Street, Monifieth, Angus, DD5 4DE 13,048.00 CPOB ProKit UK Limited 37a The Old Brickworks, Church Road, Harold Wood, Essex, RM3 OHU 100.00 CPOD Professor Ernest Schilders London Hip Arthroscopy Centre, Wellington Hospital, South Building, Wellington Pl., St 2,410.00

Johns Wood, London, NW8 9LE CRO3 Rapide Communication Ltd Heron House, Mil!bum Hill Road, University of Warwick Science, Coventry, CV4 7H5 176.37 CRO4 Respublikos Investicija A. Smetonos g. 2, LT-2600 Vilnius, Lithuania 62.13 CRO5 Runos Vertimai Kumeliu g. 16-29, Kaunas, Lithuania 43.47 CRO6 RWN Orhtopaedics Ltd Spire Murrayfield Hospital, 122 Corstorphine Road, Edinburgh, EH12 6UD 100.00 CRO7 Ryden Lettings 100 Hanover Street, EDINBURGH, EH2 1DR 100.00 CRO9 Robert Graeme Wilson 25 Swanston Terrace, Edinburgh, EH10 7DN 150.00 CROB Reed Specialist Recruitment 120 Coombe Lane, London, 5W20 OBA 1,200.00 CS09 Spie Matthew Hall Ltd 2nd Floor, 33 Gracechurch Street, London, EC3V OBT 7,265.36 CSOA Spire Healthcare / BUPA Spire Healthcare Finance, PO Box 212, Salford, Greater Manchester, M5 3PF 3,118.67 CSOB Scottish Water Business Stream, PO Box 420, 55 Buckstone Terrace, Edinburgh, EH10 6YN 10,378.54 [The creditor listing has been updated to reflect actual claims received to date. Where no claims have been received, anticipated sums due are based on the information obtained from the Company's records (per the Statement of Affairs)]

Page 5 of 8 PS SQL Ver. 2013.03 41583

BDO LLP Heart of Midlothian le B - Comoanv Creditors

Key Name Address

CSOC Steve Hutchison 11 Walker Terrace, Edinburgh, EH11 2BH 3,430.72 CSOD Scottish Police Authority Finance Department, Police HQ, Fettes Avenue, Edinburgh, EH4 1RB 17,715.60 CSOF Scottish Ambulance Service National Headquarters, 1 South Gyle Crescent, EDINBURGH, EH12 9EB 3,504.60 CSOG Scomac Catering Equipment Ltd 1 Bell Square, Brucefield Industry Park, Livingston, EH54 9BY 100.00 CSOH Scottish Power (Stadium) Cathcart Business Park, Spean Street, Glasgow, G44 4BE 9,644.59 CSOI Cathcart Business Park, Spean Street, Glasgow, G44 4BE 5,467.27 Scottish Power (Ticket Office) CSOJ Scottish Power ( Admin Block) Cathcart Business Park, Spean Street, Glasgow, G44 48E 1,254.00 CSOK Scottish Gas Business PO Box 254, Camberley, Surrey, GU15 3YH 247.92 CSOL Scrubbers Laundry 73175 Hamilton Road, Bellshill, ML4 1AG 162.00 CSOM SDMS 9 Pearson Road, Central Park, Telford, Shropshire, TF2 9TX 342.86 CSON Securevent Security Ser 5 Greenpark, EDINBURGH, EH17 7TA 12,309.95 CSOO Scottish Football Association Hampden Park, GLASGOW, G42 9AY 5,611.15 CSOP Shanks Waste Management Ltd Unit 22 Nursling Industrial Es, Oriana Way, Southampton, S016 OYU 1,009.72 CSOQ Scottish Hydro Electric PO Box 13, Havant, P09 5JB 139.82 CSOR Jordan Shearer Ferndale, Upper Gills, By Wick, Caithness, KW1 4YD 90.00 CSOS Shred-it (East of Scotland) 161 Cocklaw Street, Kelty, Fife, KY4 ODH 457.20 CSOT Sky Business PO Box 1805, Livingston, West Lothian, EH54 7XG 116.92 CSOU Slaters George Street, Edinburgh 100.00 CSOV SNS Group 15 Fitzroy Place, Glasgow, G3 7