THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT ANDREQUIRE YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSALWHICH, IF IMPLEMENTED, WILL RESULT IN THE CONVERSION OF SHARES INLANGBAR INTERNATIONAL LIMITED INTO THE RIGHT TO RECEIVE COMMON SHARESIN CHESTER GROUP LIMITED. SHAREHOLDERS WHO HOLD 798 OR FEWER LANGBARSHARES (I.E. LESS THAN 5 PER CENT. OF THE ISSUED SHARE CAPITAL OF LANGBAR)WILL, IF THE PROPOSAL IS IMPLEMENTED, HAVE THE RIGHT TO RECEIVE CASH FORTHEIR SHARES UNLESS THEY ELECT TO RECEIVE COMMON SHARES IN CHESTERGROUP LIMITED. If you are in any doubt as to the action you should take, particularly if you are aQualifying Elective Shareholder (as defined on page 7 of this document), you are recommended to seekyour own financial advice from your stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser who, if you are taking advice in the United Kingdom, is authorisedpursuant to the Financial Services and Markets Act 2000, or from an appropriately authorisedindependent financial adviser if you are taking advice in a territory outside the United Kingdom. Ifyou have sold or otherwise transferred all of your Langbar Shares, please send this document (and theaccompanying documents), as soon as possible to the purchaser or transferee, or to the stockbroker, bank orother agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.However, such documents should not be forwarded, distributed or transmitted in, into or from anyjurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If youhave sold or transferred only part of your holding of Langbar Shares, please retain these documents andconsult the stockbroker, bank or other agent through whom the sale or transfer of part of your holding waseffected.

This document does not constitute a prospectus for the purposes of the Prospectus Rules or the CompaniesAct 1981 of Bermuda and it has not been, and will not be, approved by or filed with the Financial ServicesAuthority under the Prospectus Rules or that Act. This document contains no offer of transferable securitiesto the public within the meaning of section 102B of the Financial Services and Markets Act 2000 or theCompanies Act 2006 of England and Wales or otherwise.

The attention of Shareholders who are resident in or citizens of territories outside Bermuda is drawnto the wording below under the heading “Important Notice” and to the section headed “OverseasShareholders” in Part V of this document.

Certain terms used in this document, including capitalised terms and certain other words and phrases, shallhave the meanings given to them on pages 5 to 8 of this document.

Langbar International Limited(formerly Crown Corporation Limited, a company incorporated and registered in

Bermuda Under the Companies Act 1981 with registered number 33737)

Delineation of litigation and proposed investment activitiesto be effected by means of an amalgamation under the Bermuda Companies Act

of Langbar International Limited with Chester Holdings Limited,a wholly owned subsidiary of Chester Group Limited

Notice of Annual General Meeting of Langbar International Limitedto be held on 6 September 2010

Notice of the Annual General Meeting to be held on 6 September 2010 at 6 Grosvenor Street, London W1K 4PZUnited Kingdom at 12 noon (London time) is set out in Part VIII of this document.

Whether or not you intend to be present at the Annual General Meeting, you are requested to complete andsign the Form of Proxy accompanying this document in accordance with the instructions printed on the Formof Proxy and return it to the Company Secretary, Langbar International Limited, 6 Grosvenor Street, LondonW1K 4PZ United Kingdom as soon as possible, and in any event so as to be received no later than 12 noon(London time) on 4 September 2010. The Form of Proxy should be returned together with any power of

attorney or authority under which it is executed (or a notarially certified copy of such power of attorney orauthority).

The return of a completed Form of Proxy will not prevent Shareholders from attending the Annual GeneralMeeting and voting in person, if they so wish and are so entitled. Please see the notes to the AGM Notice setout in Part VIII for further information. If you require assistance with the completion of the Form of Proxy,please write to or email the Company Secretary, 6 Grosvenor Street, London W1K 4PZ United Kingdom(info@langbar.com). However, you should be aware that the Company Secretary/the Company cannotprovide any financial, legal or tax advice in connection with the Amalgamation nor advise you on how youshould vote at the Annual General Meeting.

If you are a Qualifying Elective Shareholder (as defined on page 7 of this document) and you wish tomake a Share Election in respect of your entitlement pursuant to the terms of the Amalgamation, youshould complete and sign the Share Election Form accompanying this document in accordance withthe instructions printed on the Share Election Form and return it to the Company Secretary, LangbarInternational Limited, 6 Grosvenor Street, London W1K 4PZ United Kingdom as soon as possible,and in any event so as to be received no later than 5.00 p.m. (London time) on Wednesday 1 September2010.

IMPORTANT NOTICE

The distribution of this document in jurisdictions other than Bermuda and the United Kingdom may berestricted by the laws of those jurisdictions and therefore persons into whose possession this documentcomes should inform themselves about, and observe, any such restrictions. Any failure to comply withapplicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, the Chester Group Shares have not been, and will not be, registered under the US SecuritiesAct, or under the securities laws, or with any securities regulatory authority, of any state or other jurisdictionof the United States or of any province or territory of Canada, Australia or Japan. Neither the Share Electionnor Chester Group Shares may, directly or indirectly, be offered, sold, taken up or delivered in, into or fromthe United States, Canada, Australia or Japan or to or for the account or benefit of any national, resident orcitizen of the United States, or any person resident in Australia, Canada or Japan.

The statements contained in this document are made as at the date of this document, unless some other timeis specified in relation to them, and service of this document will not give rise to any implication that therehas been no change in the facts set out in this document since such date. Nothing contained in this documentwill be deemed to be a forecast, projection or estimate of the future financial performance of Langbar exceptwhere otherwise stated.

This document does not constitute the solicitation of an offer to acquire any securities or the solicitation ofa proxy by any person in any jurisdiction in which such solicitation is not authorised or in which the personmaking such solicitation is not qualified to do so or to any person to whom it is unlawful to make suchsolicitation.

You should not construe the contents of this document as legal, tax or financial advice and should consultyour own professional advisers as to the relevant legal, tax, financial or other matters in connection herewith.

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CONTENTS

Page

Expected Timetable of Principal Events 4

Definitions 5

Part I Letter from the Chairman 9

Part II Risk Factors 17

Part III Further details and information regarding the Amalgamation 19

Part IV Information in relation to the AGM and details of the Resolutions 21

Part V Overseas Shareholders 22

Part VI Financial Information 23

Part VII Additional Information 40

Part VIII Notice of Annual General Meeting 43

Appendix I Amalgamation Agreement 45

Appendix II Section 106(6) of the Bermuda Companies Act 1981 5

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0

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date and despatch of this document Thursday 12 August 2010

Share Election Record Date 12 noon (London time) onThursday 12 August 2010

Share Election Closing Date (the last date for receipt by Langbar 5.00 p.m. (London time) onof Share Election Forms from Qualifying Elective Shareholders) Wednesday 1 September 2010

Last date for receipt by the Company of Forms of Proxy 12 noon (London time) onSaturday 4 September 2010

AGM Voting Record Date 12 noon (London time) onSaturday 4 September 2010

Annual General Meeting 12 noon (London time) onMonday 6 September 2010

Amalgamation Record Date 6.00 p.m. (Bermuda time) onWednesday 8 September 2010

Coming into effect of Amalgamation and date on which all Thursday 9 September 2010existing Langbar Shares and Langbar Share certificates are cancelled

Despatch of new Chester Group Share certificates Monday 27 September 2010

Despatch of remittances in respect of Elective Shareholders Monday 4 October 2010who have not submitted a valid Share Election

NOTES:

(1) The date for dispatch of remittances in respect of Elective Shareholders who have not submitted a valid Share Election willdepend on when the Elective Shareholder returns his or her Langbar Share certificate and provides the Company with bankaccount and IBAN details for transmission of the remittance.

(2) The dates and times given are based on Langbar’s current expectations and may be subject to change. Any changes to theexpected timetable will, if necessary, be announced via the Company Website.

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DEFINITIONS

The following definitions apply throughout this document and the Share Election Form unless the contextrequires otherwise:

the Annual General Meeting of the Company referred to in theAGM Notice

“AGM Form of Proxy” the form of proxy accompanying this document for use at theAnnual General Meeting

“AGM Notice” the notice of Annual General Meeting of the Company set out inPart VIII of this document

“Amalgamated Company” Langbar International Limited, the Bermuda exempted companyresulting from the Amalgamation

“Amalgamation” the Amalgamation of Langbar with Chester pursuant to theAmalgamation Agreement, the terms of which provide, inter alia,for the issue of common shares in Chester Group to Shareholders ofLangbar in proportion to their existing shareholdings in Langbar, asmore particularly described in this document

“Amalgamation Agreement” the conditional agreement effecting the Amalgamation entered intobetween Chester Group, Chester and the Company

“Amalgamation Consideration” 1 Chester Group Share, credited as fully paid, for every 1 LangbarShare or, in the case of Elective Shareholders, the sum of £200 perLangbar Share save where an Elective Shareholder who is aQualifying Elective Shareholder makes a valid Share Election inwhich case such Qualifying Elective Shareholder will receive 1Chester Group Share, credited as fully paid, for every 1 LangbarShare rather than cash

“Amalgamation Effective Date” the date upon which the Amalgamation becomes effective inaccordance with its terms

“Amalgamation Record Date” 6.00 p.m. (Bermuda time) on the Business Day prior to theAmalgamation Effective Date

“Amalgamation Resolution” the resolution approving the Amalgamation Agreement set out inthe AGM Notice

“Audited Accounts” the audited accounts of the Company for the year ended31 December 2009

“Bermuda Companies Act” the Companies Act 1981 of Bermuda (as amended)

“Board” the board of directors of Chester Group, Chester or Langbar, as thecontext may require

“Business Day” any day, other than a Saturday, Sunday or public or bank holiday, onwhich banks in Bermuda and London are generally open forbusiness

“Bye-laws” the Bye-laws of the Company adopted on 14 December 2009 asamended on 25 March 2010

“AGM” or “Annual GeneralMeeting”

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“Chester Group” Chester Group Limited, a company registered in Bermuda as anexempted company having its registered office at 101 Front Street,Hamilton HM12, Bermuda

“Chester Group Share” a common share of US$5.00 in the capital of Chester Group

“Chester” Chester Holdings Limited, a company registered in Bermuda as anexempted company having its registered office at 101 Front Street,Hamilton HM12, Bermuda and a wholly-owned subsidiary ofChester Group

“Company” Langbar International Limited (formerly Crown CorporationLimited), a company incorporated and registered in Bermuda withregistered number 33737

“Company Website” www.langbar.com

“Conditions” the conditions to the Amalgamation set out in Part III of thisdocument and “Condition” means such one or more of them as thecontext may require

“Consolidated Share” a common share of €5 par value in the capital of Langbar followingthe Share Consolidation taking effect

“Court” the Supreme Court of Bermuda

“Directors” the directors of Langbar, whose names are set out on page 9 of thisdocument

“Dissenting Shares” the Langbar Shares that are held by Dissenting Shareholders

“Dissenting Shareholder” a Shareholder who does not vote in favour of the AmalgamationResolution and who makes an application to the Supreme Court ofBermuda pursuant to section 106(6) of the Bermuda Companies Act

“EBT” the Langbar Employee Benefit Trust established by the Companyby trust deed dated 23 January 2009 as amended by a deed dated16 February 2009

“Elective Shareholder” a Shareholder who on the Share Election Record Date is theregistered holder of 798 or fewer Langbar Shares, i.e. less than 5 percent. of the total number of Langbar Shares in issue as at the date ofthis document

“Excluded Person” has the meaning given in the Explanatory Statement

“Explanatory Statement” the explanatory statement dated 8 September 2006 in respect of theScheme of Arrangement required to be furnished pursuant tosection 426 of the United Kingdom Companies Act 1985, a copy ofwhich is available on the Company Website

“High Court” the High Court of Justice in England and Wales

“Langbar” the Company

“Langbar Share” a common share of €5 in the capital of Langbar created pursuant tothe Share Consolidation

“Opt-Out Group” certain Shareholders representing the majority of Shareholders whoopted out of the Scheme of Arrangement and who subsequentlyinstigated legal proceedings against the Company

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“Overseas Shareholder” a Shareholder (or nominees of, or custodians or trustees for, aShareholder) who is a citizen or national of or resident in ajurisdiction outside Bermuda or the United Kingdom

“Qualifying Elective Shareholder” an Elective Shareholder who is a Qualifying Shareholder

“Qualifying Shareholder” a holder of Langbar Shares in the register of members of theCompany on the Share Election Record Date and the AmalgamationRecord Date other than Shareholders with a registered or mailingaddress in a Restricted Jurisdiction and other than Shareholderswho are citizens or nationals of, or resident in, a RestrictedJurisdiction

“Registrar” Registrar of Companies in Bermuda

“Resolutions” the resolutions set out in the AGM Notice

“Restricted Jurisdiction” the United States, Canada, Australia, Japan and South Africa andany other jurisdiction determined by the Board to be a jurisdictionwhere local laws or regulations may be violated by informationconcerning the Amalgamation being sent or made available toShareholders in that jurisdiction

“Restricted Shares” Shares in respect of which a sufficient response to a Bye-law 53Notice or a Bye-law 53A Notice has not been received by theCompany within the period stated in such notice and the rightsin respect of which have been suspended in accordance with theBye-laws

“Rybak Defendants” has the meaning set out in the Tender Offer Circular

“Scheme Creditor” has the meaning given in the Explanatory Statement

“Scheme of Arrangement” the scheme of arrangement under section 425 of the UnitedKingdom Companies Act 1985 made between Langbar and itsScheme Creditors approved by Scheme Creditors on 6 October2006 and sanctioned by the High Court on 9 November 2006, withor subject to any modification, addition or condition approved orimposed by the High Court, further details of which are set out inthe Scheme of Arrangement Circular

“Scheme of Arrangement Circular” the circular to Shareholders dated 8 September 2006 setting outdetails of the Scheme of Arrangement

“Share Consolidation” the consolidation of the share capital of the Company as detailed inthe circular to Shareholders dated 18 November 2009

“Share Election” an election by a Qualifying Elective Shareholder using a ShareElection Form to receive Chester Group Shares rather than cash forhis Langbar Shares pursuant to the terms of the Amalgamation

“Share Election Closing Date” 5.00 p.m. (London time) on Wednesday 1 September 2010, the timeand date by which duly completed Share Election Forms must bereceived by Langbar, unless extended

“Share Election Form” the form accompanying this document for use by QualifyingElective Shareholders to elect to receive Chester Group Sharesrather than cash for their Langbar Shares pursuant to the terms ofthe Amalgamation

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“Share Election Record Date” 12 noon (London time) on Thursday 12 August 2010

“Shareholder” a holder of Langbar Shares

“Tender Offer” the invitation by Langbar to Tender Offer Qualifying Shareholders(as defined in the Tender Offer Circular) to tender some or all oftheir Tender Offer Qualifying Shares (as defined in the Tender OfferCircular) for purchase by Langbar and the purchase by Langbar ofsuch shares in each case as set out in the Tender Offer Circular

“Tender Offer Circular” the circular dated 13 May 2009 issued by the Company toShareholders setting out details of the Tender Offer

“Transfer of the Settlement Shares” the transfer to the Company, for cancellation or (to the extentpermitted by Bermuda law and the Bye-laws as amended from timeto time) to be held as Treasury Shares, of the Shares of the membersof the Opt-Out Group as part consideration for the obligations of theCompany pursuant to the settlement referred to in paragraph 5.4 ofPart VII of this document

“Voting Record Date” the record date for determining which Shareholders are entitled toreceive notice of and vote at the AGM. This is 12 noon (Londontime) on Saturday 4 September 2010 or, if the Annual GeneralMeeting is adjourned, 48 hours before the time fixed for suchadjourned Annual General Meeting

“£” and “pence” pounds and pence sterling, the lawful currency of the UnitedKingdom

“€” euros, the lawful currency of the member states in the Eurozone

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PART I

LETTER FROM THE CHAIRMAN

LANGBAR INTERNATIONAL LIMITEDIncorporated and registered in Bermuda, registered number 33737Registered Office: 101 Front Street, Hamilton HM12, Bermuda

Directors London Office

David Buchler (Chairman) 6 Grosvenor StreetPaul Bobroff (Managing Director) LondonLarry Jobsz (Director) W1K 4PZRt. Hon. Sir Jeremy Hanley K.C.M.G. (Non-executive Director) United Kingdom

12 August 2010

To All Qualifying Shareholders

Dear Shareholder

Delineation of Litigation and proposed Investment Activitiesto be effected by means of an amalgamation under the Bermuda Companies Act

of Langbar International Limited with Chester Holdings Limited,a wholly owned subsidiary of Chester Group Limited

Annual General Meeting of Langbar International Limitedto be held on Monday 6 September 2010

1. Introduction

Following the successful Consolidation of the Company’s share capital that took place on 3 March 2010,I am pleased to report that new share certificates have been sent to all Shareholders. Payments in lieu offractional entitlements arising on the Consolidation have also been despatched and should by now have beenreceived by all those entitled. For the avoidance of doubt, all previous share certificates are no longer valid.

Your Board has continued in its efforts to ascertain the identity of the ultimate beneficial owners of sharesin the Company in order to ensure that those who were connected with the frauds perpetrated on theCompany and its shareholders are removed from the register of members. I previously wrote to Shareholdersto confirm that the resolution proposed at the Special General Meeting on 25 March 2010 was duly passed.Accordingly, the Bye-laws of the Company were amended so as to enable the Company to acquire, for anominal sum, the shareholdings of Excluded Persons (as defined under the Scheme of Arrangement).

A total of 2,543 Shares held by such Excluded Persons have now been acquired by the Company pursuantto the amended Bye-laws and a total aggregate consideration of €10 (ten Euros) was payable to each suchShareholder. On the basis of the information currently available to them, the Directors believe that theprocess of identifying Excluded Persons has been completed and that such Excluded Persons have now beenremoved from the Register of Members of the Company.

The Company has continued to pursue litigation actions against those whom the Board believes are culpablein relation to the frauds perpetrated on the Company and its shareholders.

The Company has continued its ongoing litigation to recover monies from the Rybak Defendants. A hearingrelating to the remaining issues was held in July 2010. I am pleased to report that judgement was given inthe Company’s favour in a final amount to be determined. An interim order in the sum of €5.9 million wasmade in favour of the Company.

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A settlement was reached in July 2009 with certain shareholders who opted out of the Scheme ofArrangement on terms that the Board considered satisfactory. The Board continues to pursue claims againstformer professional advisers.

Further details of litigation proceedings in which the Company has been recently involved are set out insection 5 of Part VII of this document.

In our November 2009 circular to Shareholders I stated that the Board’s intention had been for the Companyto seek to raise further funds by way of a rights issue to strengthen the Company’s capital base. As aconsequence of continuing successful litigation, the Board considers that a rights issue is not appropriate atthe present time. I have no doubt that in the future (following the Amalgamation described below), the boardof Chester Group will wish to keep the situation under continued review.

In keeping with the Company’s stated aims on incorporation and in keeping with the reasons for which theCompany was originally established, the Board wishes to enable Shareholders, through their shareholdings,to participate in investment opportunities. Because of the Company’s history, however, and because, amongstother things, the Company is still subject to the Scheme of Arrangement, the Directors believe thatShareholders may not be able to benefit from the full range of opportunities that the Company mightotherwise be able to invest in or attract. The Board believes that the Company’s history in particular, and itsassociation with the large-scale fraud perpetrated on shareholders and with high-profile litigation, could bea significant deterrent to potential third parties entering into investment joint venture or partnershiparrangements.

Having taken extensive professional advice and having examined various proposals for resolving theseissues, the Board unanimously believes that an amalgamation under the Bermuda Companies Act with anewly formed company would be the best solution for Shareholders. The objective of the amalgamationwould be to separate the historic and ongoing litigation operations of the Company from the future intendedinvestment activities. Accordingly, it is proposed that there takes place an amalgamation, under the BermudaCompanies Act, of Langbar International Limited with Chester Holdings Limited, which is a newly formedand wholly owned subsidiary of Chester Group Limited, itself a newly formed Bermuda company. One ofthe key elements of the Amalgamation will be that Shareholders’ existing Langbar Shares will be convertedinto the right to receive the same number of common shares in Chester Group. The Board has given carefulconsideration to the desirability, particularly for Shareholders with smaller shareholdings, of having liquidityin relation to the shares. Accordingly, Shareholders who hold 798 or fewer Langbar Shares (i.e. less than5 per cent. of the issued share capital of Langbar) as at the date of this document will be entitled to receivecash as the Amalgamation Consideration. If Qualifying Elective Shareholders wish instead to receivecommon shares in Chester Group, they may do so provided they submit a valid Share Election Form inrespect of their own Shareholding prior to the Share Election Closing Date. It is particularly important,therefore, if you are a Qualifying Elective Shareholder and you wish to receive Chester Group Shares ratherthan cash for your Langbar Shares, to complete and return the accompanying Share Election Form inaccordance with the instructions contained in that form and in Part III of this document.

The purpose of this document is to explain in further detail the reasons behind the Amalgamation and theprocedure by which the Amalgamation is to be effected.

2. Reasons for the Delineation and Amalgamation

As has been indicated in previous circulars, the intention of the Board is now, as far as possible, to enableShareholders to realise their original investment aims, i.e. the participation, through their shareholdings, ininvestment opportunities. The Board has considered several different proposals and structures to achieve thisand has also explored, with advisers, the possibility of attracting co-investors to participate with theCompany in joint-venture or limited liability partnership arrangements. It is apparent, however, that possibleconcerns of potential co-investors and those who may do business with the Company will be centred onwhether the Company and its management may be burdened with past problems and current or futurelitigation arising out of the previous frauds perpetrated on the Company and its shareholders.

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The Board believes that the Company in its present situation is not suited for all of the kinds of investmentthat Shareholders might wish to benefit from and that whilst the Company continues to be involved inlitigation proceedings and continues to be subject to the Scheme of Arrangement, any proposed trading andinvestment activities could be severely restricted. To date, the Company has not traded and has beenexclusively occupied in litigation activities, which the Board believes are likely to continue for some years.The Board considers that it is of increasing importance to separate such litigation activities from the tradingand investment activities that the Company was originally established to carry out.

For these reasons and to deal with those concerns, the Board believes that a structure is required that allowsinvestment activities, including potential joint venture or partnership arrangements, without the historicassociation of the Langbar name with past and future litigation. After extensive consultation and advice, theBoard has decided that the optimum way to achieve this would be for Chester Group, which is a newlyformed Bermuda company, to position itself as Langbar’s holding company so as to take the investmentbusiness forward under the Chester Group name. At the same time Langbar will amalgamate with ChesterHoldings Limited (“Chester”), a subsidiary of Chester Group Limited (“Chester Group”), so that historicissues and future litigation can be dealt with by the new amalgamated entity separate from the otherinvestment activities within the new group of companies. When Langbar shares were first offered to thepublic, it was on the basis that investors were investing in a Bermuda company. The Directors are mindfulof investors’ needs regarding the location of their investment portfolios and wish to preserve, as far aspossible, the same parameters for investors. Accordingly, both Chester Group and Chester are ideally suitedfor the Amalgamation proposal as they are both Bermuda companies.

Following the amalgamation of Langbar and Chester, both Langbar and Chester will continue as oneamalgamated company under the name Langbar International Limited. As part of the Amalgamation theexisting Langbar Shares will be converted into the right to receive new common shares in Chester Group, sothat the current Shareholders of Langbar (other than Elective Shareholders who do not make a valid ShareElection) will become the new shareholders of Chester Group.

3. Information on Chester Group and Chester and arrangements following the Amalgamation

Chester Group is a newly-formed entity incorporated in Bermuda as the proposed new holding company ofLangbar. At present, Chester Group has no assets although it has a number of newly-formed subsidiaries inaddition to Chester.

Chester is also a newly-formed entity incorporated in Bermuda as a wholly-owned subsidiary of ChesterGroup. Chester was established for the purpose of amalgamating with Langbar.

The present directors of Chester Group are James Keyes, Paul Stevenson and Laurent Tschopp. James Keyeshas been Langbar’s Resident Representative in Bermuda since 2009 and was previously a partner of Appleby,the Bermuda law firm. It is proposed that following the Amalgamation, James Keyes will become Chairmanof Chester Group and that Paul Stevenson and Laurent Tschopp continue as directors of Chester Group.Further details of the directors are set out below.

James Keyes

James Keyes was for 11 years a partner of the Bermuda office of Appleby, the offshore law firm. He wasteam leader of the Funds & Investment Services Team. James retired as a partner in September 2008. Priorto Appleby, he worked in the Corporate Department of Freshfields law firm, and worked in the London,New York and Hong Kong offices.

Since 1 October 2008, James has been a Managing Director of Renaissance Capital, an emerging marketsinvestment bank. Renaissance is a former client of James’s while he was at Appleby and they asked Jamesto set up their Bermuda operation in 2008. James works for them on a part time basis with the ability to takeon any non-competing roles. James also has a number of hedge fund directorships.

James went to Oxford University as a Rhodes Scholar and graduated with a degree in Politics, Philosophyand Economics (M.A. with Honours) in 1985. He was admitted as a Solicitor in England & Wales in 1991and to the Bermuda Bar in 1993 and became a Notary Public in 1998.

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Paul Stevenson

Paul Stevenson is the Chief Financial Officer of Mayflower Management Services (Bermuda) Limited. Paulalso provides independent director services to offshore companies, including hedge funds and fund of funds.Prior to joining Mayflower in June 2006, Paul was the Managing Director of Citco Fund Services (SanFrancisco), Inc. from March 2002 through May 2006. Before joining Citco, Paul was the Senior Managerand a Director of Citigroup Fund Services (Bermuda) Ltd. from July 1998 until February 2002. He is aChartered Accountant and a member of the Canadian Institute of Chartered Accountants and the Institute ofChartered Accountants of Bermuda.

Laurent Tschopp

Laurent Tschopp has been a partner of Fiduciaire Fidag SA in Switzerland since 2002. Laurent joinedFiduciaire Fidag SA in 1999 as senior tax consultant and was elected to the board of the company in 2007.

Laurent had been previously working with KPMG Fides in Zurich in the tax department.

Laurent attended St. Gall University in Switzerland and graduated with a degree in Economics (lic. oec.HSG) in 1995. He became a Swiss certified tax expert in 2000.

The board of Chester Group has indicated that the existing Directors of Langbar will continue to operateunchanged as the directors of the Amalgamated Company. It is therefore envisaged that the present Directorsof Langbar will be free to continue their pursuit of those they believe are culpable in some way for the lossessustained by the Company and its shareholders. As regards Chester Group and its operations, the board ofChester Group will have full management control, particularly over investment decisions. It is anticipated,however, that the existing Directors of Langbar will be available to provide advisory services to ChesterGroup from time to time so that their experience and expertise will not be lost.

4. How the Amalgamation is to be Effected

It is proposed that the Amalgamation will be effected pursuant to the provisions of the Bermuda CompaniesAct. Both Langbar and Chester are Bermuda exempted companies for these purposes. The Amalgamationwill be between Langbar and Chester, a wholly-owned subsidiary of Chester Group.

The Bermuda Companies Act requires that each company proposing to amalgamate must enter into anamalgamation agreement which sets out the terms and means of effecting the amalgamation. The BermudaCompanies Act specifies certain matters which must be dealt with in the amalgamation agreement. TheAmalgamation Agreement is set out in full in Appendix I to this document and provides, amongst otherthings, that:

• each Langbar Share in issue at the Amalgamation Record Date (other than a Dissenting Share, as towhich please see further below) will be converted into the right to receive the AmalgamationConsideration instead of securities of the Amalgamated Company;

• each common share in the capital of Chester in issue at the Amalgamation Record Date will beconverted into one fully paid common share in the capital of the Amalgamated Company; and

• each Dissenting Share in issue at the Record Date will be converted into only the right to receive thevalue thereof as appraised by the Supreme Court of Bermuda under section 106 of the BermudaCompanies Act.

Further details of and information regarding the Amalgamation are set out in Part III of this document.

The Amalgamation Consideration has been formulated on the basis that Chester Group and Chester have noassets or liabilities and on the basis that the only shareholders of Chester Group following the Amalgamationwill be the existing shareholders of Langbar (other than Dissenting Shareholders and any ElectiveShareholders who do not make a valid Share Election).

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The Amalgamation Agreement is subject to Shareholder approval. Set out at the end of this document is anotice of Annual General Meeting to be held at 12 noon on 6 September 2010 at which a resolution will beproposed to approve the Amalgamation Agreement. As stated in the notes to the AGM Notice:

(a) the fair value of each common share in Langbar as determined by Langbar and Chester is £200;

(b) the fair value of each common share in Chester as determined by Chester and Langbar is US$1.

A Dissenting Shareholder is entitled to be paid the fair value of his Shares. In arriving at the fair value ofeach common share in Langbar for the purposes of the Amalgamation, the Board has taken into account thelevel of funding necessary to enable the Company to meet its working capital requirements and the possiblecosts of litigation. The Board believes that the value of £200 per Langbar Share is the fair value that shouldbe ascribed to each Langbar Share consistent with the ongoing legal costs that the Company expects to incur,the level of provisions that it needs to make in respect of contingent liabilities and the amounts required tofinance its general activities. This amount also reflects the lack of marketability of the Langbar Shares andthe general restrictions on transferability under Bermuda law.

The Audited Accounts of Langbar for the year ended 31 December 2009, together with the unaudited profitand loss account of Langbar for the six months ended 30 June 2010 and the unaudited balance sheet ofLangbar as at 30 June 2010 are set out in Part VI of this document. The unaudited balance sheet as at 30 June2010 shows “Shareholders Funds” of £7,426,000. This amount is calculated before provisions made by theDirectors for estimated liabilities and has to be seen in the light of (and discounted proportionately in respectof) the likely future costs and claims, including shareholder payments and legal fees, in which the Companyis likely to be involved. Shareholders should also note that the amount of “Shareholders Funds” is notnecessarily a true representation of shareholder or market value as these are also affected by the provisionsof the Scheme of Arrangement and in particular the obligations on the Company to pursue litigation torecover funds and the resurrection of Scheme Claims if there is an Insolvency Event (as defined in theExplanatory Statement) prior to a relisting of Langbar Shares.

If a Dissenting Shareholder is not satisfied that he has been offered fair value for his shares, he can apply tothe Supreme Court of Bermuda for an appraisal of the fair value within one month of the giving of the AGMNotice. Section 106(6) of the Bermuda Companies Act, which sets out the statutory rights of dissenters, isset out in full in Appendix II to this document.

All Shareholders, whether or not their shares have voting rights, are entitled to vote on whether to approvethe Amalgamation Agreement. The quorum necessary for the Annual General Meeting is two persons presentin person or by proxy and a simple majority vote in favour will be necessary for the AmalgamationResolution to be passed. The Amalgamation Agreement will be deemed to have been adopted when it hasbeen approved in accordance with these requirements.

A copy of the Amalgamation Agreement is set out in full in Appendix I to this document and will be availablefor inspection at the Company’s Registered Office and at the Company’s London Office between the hoursof 9.30 a.m. and 5.30 p.m. local time on each Business Day up to and including 6 September 2010, beingthe date of the Annual General Meeting.

The Amalgamation also requires an application for registration of the Amalgamated Company to be filedwith the Registrar which will take effect upon the Registrar issuing a certificate of amalgamation. Subject toapproval by relevant regulatory authorities, the Amalgamation is expected to become effective on or before9 September 2010.

5. Elective Shareholders

In addition, and because the Directors are mindful that some shareholders may not wish to have theirLangbar Shares exchanged for common shares in Chester Group, the terms of the Amalgamation provide thata Shareholder who holds 798 or fewer Langbar Shares (i.e. less than 5 per cent. of the issued share capitalof Langbar) as at the date of this document will receive £200 in cash for each of their Langbar Shares ratherthan Chester Group Shares. However, each such Shareholder who is a Qualifying Shareholder is neverthelessentitled to elect to receive Chester Group Shares rather than cash so that he is treated in the same way as all

13

other Shareholders. An election must be made using the Share Election Form that accompanies thisdocument.

In arriving at the cash amount that Elective Shareholders will be entitled to receive (if they do not submit avalid Share Election Form by the Share Election Closing Date), the Board has taken into account the factorsreferred to in paragraph 4 above, namely the level of funding necessary to enable the Company to meet itsworking capital requirements and the ongoing legal costs that the Company expects to incur, the level ofprovisions that it needs to make in respect of contingent liabilities and the amounts required to finance itsgeneral activities. As stated above, Shareholders should note that the amount of “Shareholders Funds” statedin the Audited Accounts is not necessarily a true representation of shareholder or market value as these areaffected by the provisions of the Scheme of Arrangement and in particular the obligations on the Companyto pursue litigation to recover funds and the resurrection of Scheme Claims if there is an Insolvency Event(as defined in the Explanatory Statement) prior to a relisting of Langbar Shares.

It should be noted that all Shareholders who hold more than 798 Langbar Shares (i.e. more than 5 per cent.of the issued share capital of Langbar) as at the date of this document will receive Chester Group Shares asthe Amalgamation Consideration and will not be entitled to cash.

6. Effect on the Scheme of Arrangement

The Company has received written legal advice to the effect that the Amalgamation as proposed will not haveany effect on the Scheme of Arrangement. Accordingly, the Scheme of Arrangement continues in accordancewith its terms.

7. Annual General Meeting

The Amalgamation is subject to Shareholders’ approval. A resolution to approve the AmalgamationAgreement will be proposed at the Annual General Meeting of the Company to be held on Monday6 September 2010, notice of which is set out in Part VIII of this document. Details of the AmalgamationResolution and all other resolutions to be proposed at the Annual General Meeting are set out in Part IV ofthis document.

Please note that, whether or not you intend to be present at the Annual General Meeting, it isimportant that you complete the enclosed Form of Proxy and return it in accordance with theinstructions printed on it to arrive at Langbar International Limited, 6 Grosvenor Street, LondonW1K 4PZ, United Kingdom as soon as possible and in any event no later than 12 noon (London time)on Saturday 4 September 2010.

Further financial information of the Company is set out in Part VI of this document comprising the AuditedAccounts of the Company for the year ended 31 December 2009, together with the unaudited profit and lossaccount of the Company for the six months ended 30 June 2010 and the unaudited balance sheet of theCompany as at 30 June 2010.

8. Litigation

Following the judgement in January 2009 against Jean Pierre Regli, Abraham Arad Hochman and LambertFinancial Investments Limited, the Company is seeking to enforce its terms but in respect of Mr. Hochman,has been hampered by his apparent death.

The Company has continued its ongoing litigation to recover monies from the Rybak Defendants. A hearingrelating to the remaining issues was held in July 2010 at which judgement was given in the Company’sfavour in a final amount to be determined. An interim order in the sum of €5.9 million was made in favourof the Company. The Company has begun to enforce that order and has received €4.58 million inpart settlement to date.

A settlement was reached with certain shareholders who opted out of the Scheme of Arrangementin July 2009 on terms that the Board considers satisfactory. The Board continues to pursue claims againstformer professional advisers.

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In accordance with the terms of the Scheme of Arrangement, the Company is continuing to comply with itsobligations to pursue the Company Claims and the Assigned Claims and may in the future pursue litigationagainst other parties, including against one or more Third Parties (as defined in the Explanatory Statement).The Board believes that the Company is likely to be engaged in litigation for some time, but that since thetiming and outcome of such litigation remain uncertain and are commercially sensitive, it would beinappropriate for the Company to comment on the potential for or scope of further litigation recoveries.

9. Overseas Shareholders

Overseas Shareholders with registered or mailing addresses in a Restricted Jurisdiction or who are citizensor nationals of, or resident in, a Restricted Jurisdiction should read Part V of this document headed “OverseasShareholders”.

Overseas Shareholders (not being Overseas Shareholders with registered or mailing addresses in or who arecitizens or nationals of, or resident in, a Restricted Jurisdiction) should also read Part V of this documentheaded “Overseas Shareholders” and satisfy themselves that they have fully observed any applicable legalrequirement under the laws of the relevant jurisdiction.

10. Action to be Taken

Shareholders should consider carefully the Risk Factors set out in Part II of this document and consult theirlegal, tax and other professional advisers before making a decision whether or not to vote in favour of theResolutions and/or, in the case of Qualifying Elective Shareholders, whether or not to make a Share Election.

Qualifying Elective Shareholders who wish to receive Chester Group Shares rather than cash pursuant to theterms of the Amalgamation must complete and return the Share Election Form enclosed with this documentin accordance with the instructions printed on the Share Election Form and the instructions set out in Part IIIof this document together with the share certificates in respect of the Qualifying Elective Shareholder’sLangbar Shares. The completed and signed Share Election Form, together with the share certificates,must be returned by post or by hand (the latter during normal business hours only) to the CompanySecretary, Langbar International Limited, 6 Grosvenor Street, London W1K 4PZ, United Kingdom.Completed Share Election Forms must be received by Langbar International Limited, 6 GrosvenorStreet, London W1K 4PZ, United Kingdom no later than 5.00 p.m. (London time) on Wednesday1 September 2010 (unless the Share Election Closing Date is extended by the Company by means ofan announcement via the Company Website). Qualifying Elective Shareholders are reminded that if avalid Share Election Form, together with the share certificates in respect of their Langbar Shares, isnot received by the Company by the Share Election Closing Date, such Qualifying ElectiveShareholders will receive cash in respect of the Amalgamation Consideration.

All Shareholders entitled to vote at the AGM are urged to complete the enclosed Form of Proxy andreturn it in accordance with the instructions printed on it to arrive at Langbar International Limited,6 Grosvenor Street, London W1K 4PZ, United Kingdom as soon as possible and in any event no laterthan 12 noon (London time) on Saturday 4 September 2010.

Shareholders should note that following implementation of the Amalgamation, all administration andshareholder services will be conducted from Bermuda and so Shareholders needing to contact Chester Groupwill have to contact Bermuda direct. In the meantime, if you have any questions or you require assistancewith the completion of the Form of Proxy or the Share Election Form, please write to or email the CompanySecretary, Langbar International Limited, 6 Grosvenor Street, London W1K 4PZ United Kingdom(info@langbar.com). However, you should be aware that the Company Secretary/the Company cannotprovide any financial, legal or tax advice in connection with the Amalgamation nor advise you on how youshould vote at the Annual General Meeting or whether you should complete a Share Election Form.

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11. Recommendations

In view of the proposed Amalgamation, the Directors consider that it is appropriate for smallerShareholders to be given a further opportunity to realise fair value for their Shares. However, theDirectors make no recommendation as to whether or not Qualifying Elective Shareholders shouldmake a Share Election so as to receive Chester Group Shares rather than cash pursuant to the termsof the Amalgamation.

The Directors believe that the Amalgamation is in the best interests of the Company and itsShareholders as a whole, and in particular so as to afford Shareholders the opportunity ofparticipating in future investment activities.

Accordingly, the Directors unanimously recommend that you vote in favour of the AmalgamationResolution as they intend to do in respect of their own beneficial shareholdings, which amount inaggregate to 3,117 Shares representing 19 per cent. of the existing issued share capital of the Company.

Yours faithfully

David BuchlerChairman

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PART II

RISK FACTORS

Shareholders should consider carefully all of the information set out in this document including, inparticular, the risks described below, as well as their own personal circumstances, prior to making anydecision as to how to vote in relation to the proposed Amalgamation and/or whether to make a ShareElection as described in this document.

If you are in any doubt about the action you should take, you should obtain professional advice fromyour stockbroker, solicitor, accountant or other appropriately qualified independent financial adviserauthorised under the United Kingdom Financial Services and Markets Act 2000 if you are in theUnited Kingdom or, if not, from another appropriately authorised independent financial adviser.

The Directors believe that the risks described below are particularly significant for a holding of Sharesin Chester Group. However, the risks listed do not necessarily comprise all those associated with aninvestment in Chester Group. In particular, Chester Group’s performance may be affected by changesin market or economic conditions and in legal, regulatory and tax requirements.

If any of the risks described below were to materialise, the business, financial conditions, results orfuture operations of Chester Group and/or the new amalgamated company could be materiallyadversely affected. In such cases, the value of the Chester Group could decline and an investor maylose part or all of his investment. Additional risks and uncertainties not presently known to theDirectors, or which the Directors currently deem immaterial, may also have an adverse effect upon theChester Group.

The list below is not exhaustive, nor is it an explanation of all the risk factors involved in investing ormaintaining a shareholding in Chester Group and nor are the risks set out in any order of priority.

1. The outcome of current and future litigation remains uncertain and there can be no assurance thatcurrent or any future litigation will be successful.

2. The Chester Group Shares are not listed or traded on any stock exchange. An investment in theChester Group Shares may thus be difficult to realise. The value of the Chester Group Shares may godown as well as up. Investors may therefore realise less than their original investment, or sustain atotal loss of their investment.

3. Restricted availability of finance for businesses and a stagnant or recessionary global economy mayhave an adverse effect on the prospects for the Chester Group. The Chester Group may need to raisefunds in the future, either to fund preliminary investigation and due diligence, to invest in or acquireother companies or to raise further working or development capital. Accordingly, the Chester Groupmay need to engage in equity or debt financings to secure additional funds. There is no guarantee thatthe then prevailing market conditions will allow for an equity fundraising or that new investors willbe prepared to subscribe for Chester Group Shares at the same price or higher as the price paid by aninvestor or a price considered by an investor to be a “fair value”. Shareholders may be materiallydiluted by any further issue of shares by Chester Group and any new equity securities may not be thesame class as the current Chester Group Shares and could have rights, preferences and privilegessuperior to those that would be acquired by Shareholders as the Amalgamation Consideration. Asregards any debt financing, the current challenging economic conditions may continue for some timeand present significant difficulties in attempts by Chester Group to obtain funding. Any debt financingsecured by the Chester Group in the future could involve restrictive covenants relating to its capitalraising activities and other financial and operational matters, which may make it more difficult for theChester Group to obtain additional capital and to pursue business opportunities. In addition, theChester Group may not be able to procure additional debt financing on terms favourable to it or at all.If the Chester Group is unable to obtain, when it requires, adequate financing or financing on terms

17

satisfactory to it, its ability to continue to support its business growth and to respond to businesschallenges could be significantly and adversely weakened.

4. The ability of Chester Group to pay dividends will depend, amongst other things, on its profitabilityand the extent to which, as a matter of law, it has available to it assets and reserves sufficient to satisfythe requisite statutory tests under Bermuda law. Chester Group gives no assurance that it will be in aposition to pay a dividend in the future.

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PART III

FURTHER DETAILS OF AND INFORMATIONREGARDING THE AMALGAMATION

1. Introduction

The Amalgamation Agreement is set out in full in Appendix I to this document. Your attention is also drawnto the financial information on Langbar set out in Part VI and the additional information set out in Part VIIof this document.

2. Conditions

The Amalgamation will be subject to the following conditions:

2.1 approval of the Amalgamation Agreement by a simple majority vote of Langbar Shareholders votingat the Annual General Meeting, either in person or by proxy (or at any adjournment of such meeting);

2.2 the delivery to the Registrar of all documentation required to implement the Amalgamation pursuantto the Bermuda Companies Act;

2.3 the issue by the Registrar of a certificate of amalgamation pursuant to the Bermuda Companies Act;and

2.4 the receipt by Chester Group of the consent of the Bermuda Monetary Authority to the issue ofChester Group Shares pursuant to the Amalgamation.

3. Shareholder Approval

At the AGM, Langbar Shareholders will be asked to consider and, if thought fit, approve the AmalgamationResolution, the full text of which is set out in the AGM Notice in Part VIII of this document. All persons whoare Langbar Shareholders as at the AGM Voting Record Date will be entitled to attend and vote at the AGM.You do not have to attend the AGM to vote on the Amalgamation Resolution at the AGM, but can insteadvote by proxy. Unless, however, approved by a simple majority of votes of Langbar Shareholders voting atthe AGM (in person or by proxy), the Amalgamation Resolution will not be passed and the Amalgamationwill not become effective.

If the Amalgamation becomes effective, it will bind all Langbar Shareholders as at the AmalgamationRecord Date, irrespective of how or whether they voted at the AGM or whether they are DissentingShareholders.

4. Dissenting Shareholders

Any Shareholder who is not satisfied that he has been offered fair value for his Langbar Shares and who doesnot vote in favour of the Amalgamation at the AGM is entitled under the Bermuda Companies Act, withinone month of the giving of the Notice of AGM, to apply to the Supreme Court of Bermuda to appraise thefair value of his Langbar Shares.

5. Elective Shareholders

If you are a Qualifying Elective Shareholder and you wish to elect to receive Chester Group Shares pursuantto the Amalgamation rather than cash, you should complete, sign and return the completed Share ElectionForm, following the instructions set out on page 2 and the notes on page 4 in the Share Election Form. Inorder to receive Chester Group Shares Qualifying Elective Shareholders must submit to LangbarInternational Limited, 6 Grosvenor Street, London W1K 4PZ, United Kingdom, their sharecertificates in respect of their Langbar Shares together with their completed and signed Share ElectionForm. No Chester Group Shares will be issued to a Qualifying Elective Shareholder pursuant to theAmalgamation until these requirements are satisfied. If a Qualifying Elective Shareholder’s Langbar

19

Share certificate has been lost or destroyed, the Qualifying Elective Shareholder should write as soon aspossible to the Company Secretary, Langbar International Limited, 6 Grosvenor Street, London W1K 4PZ,United Kingdom, and request a “lost certificate indemnity” form, which must then be completed and signedin accordance with the instructions on the form and sent to Langbar at the address above. A Share ElectionForm once lodged will be irrevocable. No acknowledgement of receipt of documents will be given.

Following the Amalgamation coming into effect, Elective Shareholders who have not submitted valid ShareElection Forms by the Share Election Closing Date will be entitled to receive the cash payment in respect ofthe Amalgamation Consideration. In order to receive such cash payment, however, Elective Shareholdersmust submit to Langbar International Limited, 6 Grosvenor Street, London W1K 4PZ, UnitedKingdom, their share certificates in respect of their Langbar Shares together with their bank accountand IBAN details to which the cash payment is to be sent. No cash payment of the AmalgamationConsideration will be paid to an Elective Shareholder until these requirements are satisfied. If anElective Shareholder’s Langbar Share certificate has been lost or destroyed, the Elective Shareholder shouldwrite as soon as possible to the Company Secretary, Langbar International Limited, 6 Grosvenor Street,London W1K 4PZ, United Kingdom, and request a “lost certificate indemnity” form, which must then becompleted and signed in accordance with the instructions on the form and sent to Langbar at the addressabove.

6. Governing Law

The Amalgamation is governed by Bermuda law and is subject to the jurisdiction of the Courts of Bermuda.

7. Taxation

The taxation implications of the Amalgamation will vary from Shareholder to Shareholder and will dependon the Shareholder’s individual circumstances, including residence for tax purposes. All Shareholders arestrongly advised to consult their professional advisers immediately as to their own tax position.

20

PART IV

INFORMATION IN RELATION TO THE AGMAND DETAILS OF THE RESOLUTIONS

Notice of the 2010 Annual General Meeting, which is to be held at 12 noon on Monday 6 September 2010,is set out in Part VIII of this document. The business to be conducted at the AGM includes a resolution toapprove the Amalgamation.

Resolution 1 – 2009 Report and Accounts

Under Resolution 1, it is proposed that the Directors’ Report and the Audited Accounts of the Company forthe year ended 31 December 2009, be received.

Resolution 2 – Re-Appointment of Auditors

Under Resolution 2, it is proposed that Donald Jacobs & Partners be re-appointed as auditors.

Resolution 3 – Auditor’s Remuneration

Resolution 3 is to authorise the directors to determine the auditor’s remuneration.

Resolution 4 – Approval of the Amalgamation

Resolution 4 is a resolution to approve the Amalgamation Agreement in the form contained in Appendix I ofthis document subject to any modifications, additions or conditions (in each case, not being material or, ifmaterial, not having any adverse effect on the interests of members of the Company) which may be agreedby the Directors with Chester and Chester Group.

All Shareholders entitled to vote at the AGM are urged to complete the enclosed Form of Proxy andreturn it in accordance with the instructions printed on it to arrive at Langbar International Limited,Grosvenor Street, London W1K 4PZ, United Kingdom as soon as possible and in any event no laterthan 12 noon (London time) on Saturday 4 September 2010.

21

PART V

OVERSEAS SHAREHOLDERS

1. The implications of the Amalgamation for Overseas Shareholders may be affected by the laws of therelevant jurisdiction. Overseas Shareholders should inform themselves about and observe anyapplicable legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselvesas to the full observance of the laws of the relevant jurisdiction in connection with the Amalgamation,including the obtaining of any governmental, exchange control or other consents which may berequired, the compliance with other necessary formalities which are required to be observed and thepayment of any issue, transfer or other taxes due in such jurisdiction.

2. The posting of this document, which includes the recommendation as to voting from the Directors setout in paragraph 11 of Part I of this document, to persons resident in, or to nationals or citizens of,countries outside of Bermuda or the United Kingdom, may be prohibited or affected by the laws ofthe relevant jurisdictions. No person receiving a copy of this document in any jurisdiction to which itcannot lawfully be posted without contravention of any legal or regulatory requirements should takeany action in relation to this document or the AGM, and should not complete and return a Form ofProxy or Share Election Form. This document and the accompanying documentation are sent to suchpersons for information only. The recommendation as to voting of the Directors, set out inparagraph 11 of Part I of this document, is not extended to any person resident in, or to nationals orcitizens of, any jurisdiction to which it cannot lawfully be made without contravention of any legal orregulatory requirements.

3. In particular, the Chester Group Shares have not been, and will not be, registered under theUS Securities Act, or under the securities laws, or with any securities regulatory authority, of anystate or other jurisdiction of the United States or of any province or territory of Canada, Australia orJapan. Neither the Share Election nor Chester Group Shares may, directly or indirectly, be offered,sold, taken up or delivered in, into or from the United States, Canada, Australia or Japan or to or forthe account or benefit of any national, resident or citizen of the United States, or any person residentin Australia, Canada or Japan.

4. This document has been prepared for the purposes of complying with Bermuda law and theinformation disclosed may not be the same as that which would have been disclosed if this documenthad been prepared in accordance with the laws of jurisdictions outside Bermuda. OverseasShareholders should consult their own legal and tax advisers with regard to the legal and taxconsequences of the Amalgamation to their particular circumstances.

5. If you are an Overseas Shareholder and you are in any doubt about your position, you should consultyour independent professional adviser in the relevant jurisdiction.

22

PART VI

FINANCIAL INFORMATION

SECTION A: AUDITED ACCOUNTS OF LANGBAR FOR THE YEAR ENDED31 DECEMBER 2009

REPORT OF THE DIRECTORS AND CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2009

FOR

LANGBAR INTERNATIONAL LIMITEDGROUP ACCOUNTS

23

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTSfor the Year Ended 31 December 2009

Page

Company Information 25

Report of the Directors 26

Report of the Independent Auditors 28

Consolidated Profit and Loss Account 29

Consolidated Balance Sheet 30

Company Balance Sheet 31

Notes to the Consolidated Financial Statements 32

24

COMPANY INFORMATIONfor the Year Ended 31 December 2009

DIRECTORS: D J BuchlerP A BobroffSir Jeremy HanleyH L M Jobsz

SECRETARY: M Desai

REGISTERED OFFICE: 101 Front StreetHamilton HM12Bermuda

REGISTERED NUMBER: EC33737

AUDITORS: Donald Jacobs & PartnersCHARTERED ACCOUNTANTS &REGISTERED AUDITORSuite 2, Fountain House1a Elm ParkStanmoreMiddlesex HA7 4AU

25

REPORT OF THE DIRECTORSfor the Year Ended 31 December 2009

The directors present their report with the financial statements of the company and the group for the yearended 31 December 2009.

PRINCIPAL ACTIVITY

The company is an investment company and is continuing to review its future trading position. In 2006 thecompany entered into a scheme of arrangement with the majority of its shareholders in accordance with theprovisions of Section 425 of the UK Companies Act 1985.

REVIEW OF BUSINESS

Further to the review of the business from the previous report and financial statements.

Following the judgement in January 2009 against Jean Pierre Regli, Abraham Arad Hochman and LambertFinancial Investments Limited, the company is seeking to enforce its terms but in respect of Mr. Hochman,has been hampered by his apparent death.

The company has continued its ongoing litigation to recover monies from the Rybak defendants. A hearingrelating to the remaining issues was held in July 2010 at which judgement was given in the Company’sfavour in a final amount to be determined. An interim order in the sum of €5.9 million was made in favourof the company.

A settlement was reached with certain shareholders who opted out of the Scheme of Arrangementin July 2009 on terms that the Board considered satisfactory. The Board continues to pursue claims againstformer professional advisers.

During the year the company bought back 57,919,777 shares.

Pursuant to the Scheme of Arrangement entered into in 2006, the company made Special Payments toScheme Creditors amounting to £2,365,668.

The company provides regular updates on the Company website.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2009.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2009 to the dateof this report.

D J BuchlerSir Jeremy HanleyH L M Jobsz

P A Bobroff was appointed a Director on 13 October 2009 and has held office since then to the date of thisreport.

26

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements inaccordance with applicable law and regulations.

Bermuda company law requires the directors to prepare financial statements for each financial year. Underthat law the directors have elected to prepare the financial statements in accordance with United KingdomGenerally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).Under company law the directors must not approve the financial statements unless they are satisfied that theygive a true and fair view of the state of affairs of the company and the group and of the profit or loss of thegroup for that period. In preparing these financial statements, the directors are required to:

– select suitable accounting policies and then apply them consistently;

– make judgements and accounting estimates that are reasonable and prudent;

– prepare the financial statements on the going concern basis unless it is inappropriate to presume thatthe company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explainthe company’s and the group’s transactions and disclose with reasonable accuracy at any time the financialposition of the company and the group and enable them to ensure that the financial statements comply withthe Bermuda Companies Act 1981 (as amended). They are also responsible for safeguarding the assets of thecompany and the group and hence for taking reasonable steps for the prevention and detection of fraud andother irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information of which the group’s auditors areunaware, and each director has taken all the steps that he ought to have taken as a director in order to makehimself aware of any relevant audit information and to establish that the group’s auditors are aware of thatinformation.

AUDITORS

The auditors, Donald Jacobs & Partners, will be proposed for re-appointment at the forthcoming AnnualGeneral Meeting.

ON BEHALF OF THE BOARD:

D J BuchlerDirector

9 August 2010

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REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OFLANGBAR INTERNATIONAL LIMITED

GROUP ACCOUNTS

We have audited the financial statements of Langbar International Limited Group Accounts for the yearended 31 December 2009 on pages 29 to 37. The financial reporting framework that has been applied in theirpreparation is applicable law and United Kingdom Accounting Standards (United Kingdom GenerallyAccepted Accounting Practice).

This report is made solely to the company’s members, as a body, in accordance with the Bermuda CompaniesAct 1981 (as amended). Our audit work has been undertaken so that we might state to the company’smembers those matters we are required to state to them in a Report of the Auditors and for no other purpose.To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than thecompany and the company’s members as a body, for our audit work, for this report, or for the opinions wehave formed.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors’ Responsibilities set out on page two, the directors areresponsible for the preparation of the financial statements and for being satisfied that they give a true andfair view. Our responsibility is to audit the financial statements in accordance with applicable law andInternational Standards on Auditing (UK and Ireland). Those standards require us to comply with theAuditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficientto give reasonable assurance that the financial statements are free from material misstatement, whethercaused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate tothe group’s and the parent company’s circumstances and have been consistently applied and adequatelydisclosed; the reasonableness of significant accounting estimates made by the directors; and the overallpresentation of the financial statements.

Opinion

In our opinion:

– the financial statements give a true and fair view, in accordance with United Kingdom GenerallyAccepted Accounting Practice, of the state of the group’s and parent company’s affairs as at31 December 2009 and of the group’s loss for the year then ended;

– the financial statements have been properly prepared in accordance with the Bermuda Companies Act1981 (as amended); and

– the information given in the Report of the Directors is consistent with the financial statements.

Donald Jacobs & PartnersCHARTERED ACCOUNTANTS &REGISTERED AUDITORSuite 2, Fountain House1a Elm ParkStanmoreMiddlesex HA7 4AU

10 August 2010

28

CONSOLIDATED PROFIT AND LOSS ACCOUNTfor the Year Ended 31 December 2009

31.12.09 31.12.08Notes £ £

TURNOVER – –Administrative & legal expenses 3,731,155 14,641,514

–––––––––– ––––––––––(3,731,155) (14,641,514)

Other operating income 1,300,000 ––––––––––– ––––––––––

OPERATING LOSS 2 (2,431,155) (14,641,514)Interest receivable and similar income 51,265 1,856,104

–––––––––– ––––––––––(2,379,890) (12,785,410)

Revaluation of investments 3 12,584 (70,584)–––––––––– ––––––––––

LOSS ON ORDINARY ACTIVITIESBEFORE TAXATION (2,367,306) (12,855,994)Tax on loss on ordinary activities 4 – –

–––––––––– ––––––––––LOSS ON ORDINARY ACTIVITIESAFTER TAXATION (2,367,306) (12,855,994)Extraordinary items after taxation and minority interests 5 (2,352,471) 30,429,914

–––––––––– ––––––––––(LOSS)/PROFIT FOR THE FINANCIAL YEAR (4,719,777) 17,573,920–––––––––– ––––––––––CONTINUING OPERATIONS

None of the group’s activities were acquired or discontinued during the current year or previous year.

TOTAL RECOGNISED GAINS AND LOSSES

The group has no recognised gains or losses other than the loss for the current year and the profit for theprevious year.

The notes form part of these financial statements

29

CONSOLIDATED BALANCE SHEET31 December 2009

31.12.09 31.12.08Notes £ £ £ £

FIXED ASSETSInvestments 7 27,167 14,583CURRENT ASSETSDebtors 8 368,109 7,311,825Cash at bank 9,603,052 14,183,858

–––––––––– ––––––––––9,971,161 21,495,683

CREDITORSAmounts falling due within

one year 9 727,207 5,310,182–––––––––– ––––––––––

NET CURRENT ASSETS 9,243,954 16,185,501–––––––––– ––––––––––

TOTAL ASSETS LESS CURRENT LIABILITIES 9,271,121 16,200,084–––––––––– ––––––––––

CAPITAL AND RESERVESCalled up share capital 11 115,544 164,900Profit and loss account 12 9,155,577 16,035,184

–––––––––– ––––––––––SHAREHOLDERS’ FUNDS 15 9,271,121 16,200,084–––––––––– ––––––––––The financial statements were approved by the Board of Directors on 9 August 2010 and were signed on itsbehalf by:

D J BuchlerDirector

The notes form part of these financial statements

30

COMPANY BALANCE SHEET31 December 2009

31.12.09 31.12.08Notes £ £ £ £

FIXED ASSETSInvestments 7 27,167 14,583CURRENT ASSETSDebtors 8 1,854,147 7,435,738Cash at bank 9,559,236 13,932,494

–––––––––– ––––––––––11,413,383 21,368,232

CREDITORSAmounts falling due within

one year 9 619,934 5,223,389–––––––––– ––––––––––

NET CURRENT ASSETS 10,793,449 16,144,843–––––––––– ––––––––––

TOTAL ASSETS LESS CURRENT LIABILITIES 10,820,616 16,159,426–––––––––– ––––––––––

CAPITAL AND RESERVESCalled up share capital 10 115,544 164,900Profit and loss account 12 10,705,072 15,994,526

–––––––––– ––––––––––SHAREHOLDERS’ FUNDS 15 10,820,616 16,159,426–––––––––– ––––––––––The financial statements were approved by the Board of Directors on 9 August 2010 and were signed on itsbehalf by:

D J BuchlerDirector

The notes form part of these financial statements

31

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the Year Ended 31 December 2009

1. ACCOUNTING POLICIES

Basis of Preparation

The consolidated financial statements have been prepared under historical cost convention in accordancewith UK generally accepted accounting practice (UK GAAP) except for the valuation of investments, whichare carried at market value as at the balance sheet date.

Going Concern

The directors have reviewed the group’s net cash resources and cash flow forecast for the next 12 monthsand have prepared the accounts on a going concern basis. The Directors believe that the group’s funds aresufficient to sustain the costs of the legal proceedings.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Langbar InternationalLimited (the Company) and its wholly owned subsidiary undertaking Langbar Capital Limited.

Where necessary, adjustments are made to the financial statements of the subsidiary to bring the accountingpolicies used into line with those used by the group.

All intra-group transactions, balances, revenues and expenses are eliminated on consolidation.

Investments

Shares in group undertakings are stated in the balance sheet at cost less any necessary provision for thepermanent diminution in value.

Listed investments are stated at their market value at 31 December 2009.

Cash

Cash means notes and coins held and any deposits held at call with a bank or financial institution. Cash isrecognised at its nominal amount.

Debtors

Debtors are represented by funds held in clients’ accounts of the company’s lawyers and overhead expensespaid in advance.

Creditors

Creditors and accruals are recognised at their nominal amounts, being the amounts at which the liabilitieswill be settled. Liabilities are recognised to the extent that the goods or services have been received,irrespective of having been invoiced.

Other reserves

Other reserves represent the balancing figure of the shareholders’ equity at the period ended and includes theretained Profit and Loss reserve.

32

2. OPERATING LOSS

The operating loss is stated after charging:

31.12.09 31.12.08£ £

Auditors’ remuneration 26,000 22,000–––––––– ––––––––Directors’ remuneration and other benefits etc 373,500 185,000–––––––– ––––––––Information regarding the highest paid director is as followsEmoluments etc 162,500 100,000–––––––– ––––––––3. REVALUATION OF INVESTMENTS

31.12.09 31.12.08£ £

Gain/(loss) on revaluation 12,584 (70,584)–––––––– ––––––––4. TAXATION

Current taxes are based on the results shown in the financial statement and are calculated according to localtax rules, using tax rates enacted or substantially enacted by the balance sheet date.

5. EXTRAORDINARY ITEMS

31.12.09 31.12.08£ £

Proceeds of litigation – 30,476,814Exchange translation gain/(loss) on revaluation of share capital 10,955 (46,900)Cost of shares cancelled 2,242 –Special Payments to creditors under the Scheme Arrangement (2,365,668) –

––––––––– –––––––––Extraordinary items after taxation and minority interests (2,352,471) 30,429,914––––––––– –––––––––6. LOSS OF PARENT COMPANY

The profit and loss account of the parent company is not presented as part of these financial statements. Theparent company’s loss for the financial year was £(3,121,624), (2008 – £17,605,900 profit).

7. FIXED ASSET INVESTMENTS

Group

Listedinvestments

£

COST OR VALUATIONAt 1 January 2009 14,583Revaluations 12,584

––––––––At 31 December 2009 27,167

––––––––NET BOOK VALUEAt 31 December 2009 27,167––––––––At 31 December 2008 14,583––––––––Market value of listed investments at 31 December 2009 was £27,167 (2008 – £14,583).

33

7. FIXED ASSET INVESTMENTS (continued)

Company

Shares ingroup Listed

undertakings investments Totals£ £ £

COST OR VALUATIONAt 1 January 2009 250,000 14,583 264,583Revaluations – 12,584 12,584

–––––––––– –––––––––– ––––––––––At 31 December 2009 250,000 27,167 277,167

–––––––––– –––––––––– ––––––––––PROVISIONSAt 1 January 2009

and 31 December 2009 250,000 – 250,000–––––––––– –––––––––– ––––––––––

NET BOOK VALUEAt 31 December 2009 – 27,167 27,167–––––––––– –––––––––– ––––––––––At 31 December 2008 – 14,583 14,583–––––––––– –––––––––– ––––––––––The group or the company’s investments at the balance sheet date in the share capital of companies includethe following:

SubsidiariesLangbar Capital LimitedCountry of incorporation: UKNature of business: Investment and advisory services

%

Class of shares: holdingOrdinary 100.00

31.12.09 31.12.08£ £

Aggregate capital and reserves (1,549,496) 40,658Loss for the year (1,590,154) (32,555)–––––––––– ––––––––––Listed Investments

At 31 December 2009, the Group held 60,000 ordinary shares in Sovereign Oilfield Group Plc and 833,333ordinary shares in Ariana Resources Plc.

The shares in Sovereign Oilfield Group Plc were suspended on the London Stock Exchange on 25 September2008 and have been written down to £NIL.

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company31.12.09 31.12.08 31.12.09 31.12.08

£ £ £ £

Trade debtors 25,930 – – –Amounts owed by group undertakings – – 1,654,037 226,960Other debtors 342,179 7,311,825 200,110 7,208,778

–––––––––– –––––––––– –––––––––– ––––––––––368,109 7,311,825 1,854,147 7,435,738–––––––––– –––––––––– –––––––––– ––––––––––

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9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company31.12.09 31.12.08 31.12.09 31.12.08

£ £ £ £

Taxation and social security 44,539 3,987 – –Other creditors 682,668 5,306,195 619,934 5,223,389

–––––––– –––––––– –––––––– ––––––––727,207 5,310,182 619,934 5,223,389–––––––– –––––––– –––––––– ––––––––

10. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Nominal 31.12.09 31.12.08Number Class value £ £

130,102,596 Common Shares €0.001 115,544 164,900–––––––––– ––––––––––(31.12.08 – 173,192,525)

Authorised:

The Company’s annual financial statements for the year ended 31 December 2004 disclosed 500,000,000authorised common shares of €0.001 each and 100,000 Founder shares of €0.001 each.

The Directors do not have access to the prior period records to confirm the authorised share capital for theperiod ended 31 December 2007.

Issued:

The Company’s share register was frozen by the Bermuda Monetary Authority in December 2005.At 31 December 2009, the company register shows an issued share capital of 130,102,596, (at 31 December2008 – 173,192,525) common shares of €0.001 each.

Shares € £

Balance Brought Forward 173,192,525 173,193 164,900Issued during the year 17,319,252 17,319 15,555Shares Bought back (57,919,777) (57,919) (51,714)Shares Cancelled (2,489,404) (2,489) (2,242)

–––––––––– –––––––––– ––––––––––Balance carried forward 130,102,596 130,102 126,499–––––––––– ––––––––––Share capital – Revaluation adjustment (10,955)

––––––––––Value of shares carried forward 115,544––––––––––On 14 May 2009 the company issued 17,319,252 shares.

During the year the company bought back 57,919,777 of its own shares at £0.05 per share amounting to£2,895,989.

During the year 2,489,404 shares were cancelled as part of the settlement reached by the company withshareholders who opted out of the Scheme of Arrangement.

35

11. RESERVES

Profit and Shareloss account premium Totals

£ £ £

GroupAt 1 January 2009 16,035,184 – 16,035,184Deficit for the year (4,719,777) (4,719,777)Purchase of own shares (2,159,830) (684,445) (2,844,275)Cash share issue – 684,445 684,445

–––––––––– –––––––––– ––––––––––At 31 December 2009 9,155.577 – 9,155,577–––––––––– –––––––––– ––––––––––

Profit and Shareloss account premium Totals

£ £ £

CompanyAt 1 January 2009 15,994,526 – 15,994,526Deficit for the year (3,129,624) (3,129,624)Purchase of own shares (2,159,830) (684,445) (2,844,275)Cash share issue – 684,445 684,445

–––––––––– –––––––––– ––––––––––At 31 December 2009 10,705,072 – 10,705,072–––––––––– –––––––––– ––––––––––12. CONTINGENT LIABILITIES

There is a contingent liability of £4,712,000, (at 31 December 2008 – £5,730,000), for the estimatedliabilities that the company may incur in respect of future litigation costs.

13. RELATED PARTY DISCLOSURES

The Company is related to DB Consultants SA, a company with which DJ Buchler is connected, which isincorporated in Switzerland.

During the year, the company paid commission to DB Consultants SA amounting to £332,231, (year to31 December 2008 – £2,390,072). At 31 December 2009, the amount due to DB Consultants SA was £NIL,(at 31 December 2008 – £383,769).

On 23 January 2009, the company signed a termination agreement with DB Consultants SA in which it wasagreed to terminate the existing consultancy agreement pursuant to which DB Consultants SA agreed towaive the termination payment of £400,000 that would otherwise have been due under the consultancyagreement in consideration of the company transferring 17,319,252 common shares of €0.001 each in thesettlement thereof to DB Consultants SA.

On 14 May 2009 the company issued 17,319,252 shares to DB Consultants SA.

The company is also related to Wattle & Daub Limited, a company with which H L M Jobsz is connected,which is incorporated in England and Wales.

During the year, the company purchased professional services from Wattle & Daub Limited amounting to£12,500, (Year to 31 December 2008 – £NIL). At 31 December 2009, the amount due to Wattle & DaubLimited was to £NIL, (At 31 December 2008 – £NIL).

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14. POST BALANCE SHEET EVENTS

On 3 March 2010, the company consolidated its share capital by the issue of 1 new share for every5,000 existing shares in the company. The effect of the consolidation was that all of the then existing shareswere cancelled and new shares were issued in their place. Following changes to the company’s Bye-Lawsapproved by shareholders at general meetings held on 14 December 2009 and 25 March 2010, shares heldby excluded persons, as defined by the Scheme of Arrangement sanctioned by the Court on 9 November2006, have been purchased back by the company. In addition certain shares, where the identity of theultimate beneficial owner has been withheld from the company, have also been purchased back by thecompany.

The company has continued its ongoing litigation to recover monies from the Rybak defendants. A hearingrelating to the remaining issues was held in July 2010 at which judgement was given in the Company’sfavour in a final amount to be determined. An interim order in the sum of €5.9 million was made in favourof the company. The Company has begun to enforce the order and has received €4.58 million inpart settlement to date.

15. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

31.12.09 31.12.08£ £

Group(Loss)/Profit for the financial year (4,719,777) 17,573,920Revaluation of Share capital (10,955) 46,900Shares Issued 700,000 –Shares Bought Back (2,895,989)Shares Cancelled (2,242) –

–––––––––– ––––––––––Net (reduction)/addition to shareholders’ funds (6,928,963) 17,620,820Opening shareholders’ funds 16,200,084 (1,420,736)

–––––––––– ––––––––––Closing shareholders’ funds 9,271,121 16,200,084–––––––––– ––––––––––Company(Loss)/Profit for the financial year (3,129,624) 17,605,900Revaluation of Share capital (10,955) 46,900Shares Issued 700,000 –Shares cancelled (2,242) –Shares Bought Back (2,895,989) –

–––––––––– ––––––––––Net (reduction)/addition to shareholders’ funds (5,338,810) 17,652,800Opening shareholders’ funds 16,159,426 (1,493,374)

–––––––––– ––––––––––Closing shareholders’ funds 10,820,616 16,159,426–––––––––– ––––––––––

37

SECTION B: UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT OF LANGBARFOR THE SIX MONTHS ENDED 30 JUNE 2010 AND UNAUDITED CONSOLIDATED

BALANCE SHEET OF LANGBAR AS AT 30 JUNE 2010

CONSOLIDATED PROFIT AND LOSS ACCOUNTfor the Period Ended 30 June 2010

30.06.10 31.12.09£ £

TURNOVERReceipts 31,125 –Administrative & legal expenses 1,740,138 3,731,155

–––––––––– ––––––––––(1,709,013) (3,731,155)

Other operating income 1,300,000–––––––––– ––––––––––

OPERATING LOSS (1,709,013) (2,431,155)Interest receivable and similar income 6,084 51,265

–––––––––– ––––––––––(1,702,929) (2,379,890)

Revaluation of investments 12,584–––––––––– ––––––––––

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (1,702,929) (2,367,306)Tax on loss on ordinary activities – –

–––––––––– ––––––––––LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (1,702,929) (2,367,306)Extraordinary items after taxation and minority interests (141,705) (2,352,471)

–––––––––– ––––––––––(LOSS)/PROFIT FOR THE FINANCIAL YEAR (1,844,634) (4,719,777)–––––––––– ––––––––––

38

CONSOLIDATED BALANCE SHEET30 June 2010

30.06.10 31.12.09£ £ £ £

FIXED ASSETSFixture and Furniture 135,141Investments 27,167 27,167

–––––––– ––––––––TOTAL FIXED ASSETS 162,308 27,167–––––––– ––––––––CURRENT ASSETSDebtors 411,437 368,109Cash at bank 7,853,463 9,603,052

–––––––– ––––––––8,264,900 9,971,161

CREDITORSAmounts falling due within one year 1,000,721 727,207

–––––––– ––––––––NET CURRENT ASSETS 7,264,179 9,243,954

–––––––– ––––––––TOTAL ASSETS LESS CURRENT LIABILITIES 7,426,487 9,271,121–––––––– ––––––––

CAPITAL AND RESERVESCalled up share capital 66,344 115,544Profit and loss account 7,360,143 9,155,577

–––––––– ––––––––SHAREHOLDERS’ FUNDS 7,426,487 9,271,121–––––––– ––––––––

39

PART VII

ADDITIONAL INFORMATION

1. The Company

1.1 The Company was incorporated in Bermuda on 4 June 2003 under the Companies Act 1981 ofBermuda as a company limited by shares with the name Crown Corporation Limited. The Companychanged its name on 9 August 2005 to Langbar International Limited.

1.2 The Company’s registered office is located at 101 Front Street, Hamilton HM12, Bermuda.

2. Subsidiaries

The Company has no subsidiaries other than its wholly-owned subsidiary Langbar Capital Limited.

3. Share capital of the Company

3.1 The authorised share capital of the Company, as confirmed by resolution passed at the annual generalmeeting in December 2009 is €500,100.

3.2 The issued share capital of the Company as at the date of the Scheme of Arrangement was €173,192(approximately £164,900) divided into 173,192,525 common shares of €0.001 each.

3.3 Pursuant to a termination agreement dated 23 January 2009, the Company issued 17,319,252 commonshares on 14 May 2009.

3.4 Pursuant to the Tender Offer, a total of 57,814,975 shares were repurchased by the Company and weretreated as cancelled, following which the issued share capital of the Company was €132,697(approximately £120,634) divided into 132,696,802 common shares of €0.001 each.

3.5 A further 104,802 shares were repurchased and 2,489,404 shares were cancelled pursuant to theTransfer of the Settlement Shares. As a result the issued share capital of the Company as at31 December 2009 was €130,102 (approximately £108,000) divided into 130,102,596 common sharesof €0.001.

3.6 From 1 January 2010 33,051,163 common shares of €0.001 were repurchased by the Company and161,732 common shares of €0.001 were cancelled pursuant to the Transfer of the Settlement Shares.The issued share capital of the Company as at 3 March 2010 was €96,889 (approximately £80,700)divided into 96,889,701 common shares of €0.001.

3.7 As a result of the Share Consolidation as described in the circular to Shareholders dated 18 November2009, (including the repurchase by the Company of fractional entitlements), the authorised sharecapital of the Company was €500,100 (approximately £416,700) divided into 100,020 common sharesof €5.00 each and the issued share capital of the Company was €95,575 (approximately £79,600)divided into 19,115 common shares of €5.00 each.

3.8 Following the Share Consolidation, further changes to the issued share capital of the Company tookplace as follows:

3.8.1 2,543 Consolidated Shares were repurchased by the Company from Excluded Persons;

3.8.2 a further 373 Consolidated Shares were repurchased by the Company; and

3.8.3 223 Consolidated Shares were cancelled as part of the Transfer of the Settlement Shares.

3.9 As at the date of this document, the issued share capital of the Company is €79,880 (approximately£66,500) divided into 15,976 common shares of €5.00 each.

40

3.10 Other than as stated in paragraphs 3.1 to 3.9 of this Part VII, no further shares have been issued sincethe date of the Scheme of Arrangement.

4. Material Contracts

4.1 Other than the Amalgamation Agreement there are no contracts (not being in the ordinary course ofbusiness) entered into by the Company or its subsidiary within the 18 months preceding the dateof this document that are or may be material or that contain any provision under which the Companyor its subsidiary has any obligation or entitlement that is material to the Company or its subsidiary asat the date of this document.

4.2 The principal terms of the Amalgamation Agreement are set out in Part III of this document and theAmalgamation Agreement is set out in full in Appendix I to this document.

5. Litigation

5.1 In April 2008, following a five month hearing, the High Court made an agreed order pursuant to whichthe Company settled its civil proceedings against the Rybak Defendants. Pursuant to the terms of thatagreement, and in full and final settlement of the civil claims brought by the Company against theRybak Defendants in England and in Singapore, it was agreed, amongst other things (including thetransfer to the Company or as the Company may direct of some 34,100,892 common shares in theCompany owned by the Rybak Defendants), that the Rybak Defendants would provide warranties asto the accuracy of their previous asset disclosure and would pay to the Company a sum amounting toapproximately £30 million, with such amount representing substantially the whole of the assets of theRybak Defendants after payment of their legal costs. Some £30.4 million was collected from theRybak Defendants following the litigation. However there remained outstanding issues relating to aproperty in Monaco.

5.2 Proceedings were issued in the High Court in 2009 in relation to the outstanding issues and theCompany has rigorously pursued its claim to further monies from the Rybak Defendants. A hearingrelating to the outstanding issues was held in July 2010 at which judgement was given in theCompany’s favour in a final amount to be determined. An interim order in the sum of €5.9 million wasmade in favour of the Company. The Company has begun to enforce that order and has received €4.58million in part settlement to date.

5.3 In addition, in January 2009 the Company obtained judgement in default against the other parties tothe proceedings before the High Court, namely Mr. Abraham Arad Hochman, Lambert FinancialInvestments Limited and Jean Pierre Regli. The Company is taking steps to enforce that judgement.The Company has been informed of the apparent death of Mr. Hochman and is seeking to verify thisinformation.

5.4 A number of persons who had acquired an interest in the common shares of Langbar opted out of theScheme of Arrangement (the Opt-Out Group) and issued proceedings in the High Court against theCompany and others. In those proceedings, the Opt-Out Group sought damages for misrepresentationwhich (together with accrued interest) amounted to approximately £3.5 million. The claim was settledby agreement in July 2009 on terms that the Board considers satisfactory.

5.5 Save as set out at paragraphs 5.1 to 5.4 above, Langbar is not a party to any current litigation.However, in accordance with the terms of the Scheme of Arrangement, the Company is continuing tocomply with its obligations to pursue the Company Claims and the Assigned Claims (each as definedin the Explanatory Statement). The Board believes that the Company is likely to be engaged inlitigation for some time, but that since the timing and outcome of such litigation remain uncertain andare commercially sensitive, it would be inappropriate for the Company to comment on the potentialfor or scope of further litigation recoveries.

41

6. General

6.1 The accounting reference date of the Company is 31 December.

6.2 Langbar Shares are registered and are not bearer shares.

6.3 Langbar Shares are not admitted to dealings on any recognized investment exchange nor has anyapplication for such admission been made nor are there any present intentions for any otherarrangements for dealings in the Langbar Shares.

Dated: 12 August 2010

42

PART VIII

NOTICE OF ANNUAL GENERAL MEETING

LANGBAR INTERNATIONAL LIMITED(FORMERLY KNOWN AS CROWN CORPORATON LIMITED)INCORPORATED IN BERMUDA UNDER NUMBER 33737

(THE “COMPANY”)

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

TO BE HELD ON MONDAY 6 SEPTEMBER 2010

Notice is hereby given that the annual general meeting of the members of the Company will be held at6 Grosvenor Street, London W1K 4PZ, England on Monday 6 September 2010 at 12 noon (London time)for the following purposes:

1. To receive the Directors’ Report and Audited Accounts of the Company for the year to 31 December2009.

2. To re-appoint Donald Jacobs & Partners as auditor of the Company until the conclusion of theCompany’s next annual general meeting.

3. To authorise the Board to determine the auditor’s remuneration.

4. To consider and, if thought fit, pass the following resolution:

THAT the Amalgamation Agreement in the form contained in Appendix I to the circular toshareholders dated 12 August 2010 be and is hereby approved subject to any modifications, additionsor conditions (in each case, not being material or, if material, not having any adverse effect on theinterests of members of the Company) which may be agreed by the directors of the Company withChester Holdings Limited and Chester Group Limited.

By the order of the Board

Mahesh DesaiCompany Secretary

Registered office:

101 Front StreetHamilton HM12Bermuda

Date: 12 August 2010

43

Notes:

1. A copy of the Amalgamation Agreement is contained in Appendix I of the circular which contains this notice.

2. The fair value of the Langbar Shares, as determined by the Company and Chester Holdings Limited, is £200 per common share.The fair value of the common shares of Chester Holdings Limited, as determined by Chester Holdings Limited and the Company,is US$1 per share. Any Shareholder who is not satisfied that he has been offered fair value for his shares and who does not votein favour of the Amalgamation may, within one month of the giving of this notice, apply to the Supreme Court of Bermuda toappraise the fair value of his Langbar Shares.

3. A MEMBER WHO IS ENTITLED TO ATTEND AND VOTE AT THE MEETING MAY APPOINT ONE OR MOREPROXIES TO ATTEND AND VOTE ON HIS OR HER BEHALF, PROVIDED THAT ONLY ONE PROXY MAY BEAPPOINTED BY A MEMBER IN RESPECT OF A PARTICULAR SHARE HELD BY HIM/HER. Please indicate onthe proxy the number of shares in relation to which the proxy is appointed. A PROXY NEED NOT BE A MEMBER OFTHE COMPANY. A FORM OF PROXY IS ENCLOSED WITH THIS NOTICE.

4. To be effective, a completed and signed proxy, together with any power of attorney or other authority under which it is signed(or a notarially certified copy of such power or written authority) must be deposited at or posted so as to arrive at LangbarInternational Limited, 6 Grosvenor Street, London W1K 4PZ, United Kingdom by no later than 48 hours before the time fixedfor the meeting or any adjourned meeting. Completion and return of a proxy will not preclude a member from attending andvoting at the meeting in person, in which event the proxy shall be automatically revoked.

5. Entitlement to attend and vote at the Annual General Meeting or any adjournment thereof, and the number of votes which maybe cast thereat, will be determined by reference to the register of members of the Company at 12 noon (London time) on Saturday4 September 2010. Changes to the register of members after that time will be disregarded.

6. In the case of joint holders of common shares of the Company, the vote of the senior holder shall be accepted to the exclusion ofthe votes of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names appear inthe Company’s register of members.

44

APPENDIX I

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT dated 12 August 2010 is made

BETWEEN:

(1) LANGBAR INTERNATIONAL LIMITED, a company registered in Bermuda as an exemptedcompany having its registered office at 101 Front Street, Hamilton HM12, Bermuda (“Langbar”);

(2) CHESTER HOLDINGS LIMITED, a company registered in Bermuda as an exempted companyhaving its registered office at 101 Front Street, Hamilton HM12, Bermuda (“Chester”); and

(3) CHESTER GROUP LIMITED, a company registered in Bermuda as an exempted company havingits registered office at 101 Front Street, Hamilton HM12, Bermuda (the “Chester Group”).

WHEREAS:

(1) Langbar and Chester have agreed to amalgamate pursuant to the provisions of the CompaniesAct 1981 of Bermuda (the “Amalgamation”) and continue as a Bermuda exempted company (the“Amalgamated Company”) on the terms hereinafter appearing.

(2) Chester is a wholly-owned subsidiary of Chester Group.

(3) This Agreement is the “Amalgamation Agreement” referred to in the Circular (as defined below).

IT IS HEREBY AGREED as follows:

1. Definitions

(1) Words and expressions defined in the recitals to this Agreement have, unless the context otherwiserequires, the same meanings in this Agreement.

(2) Unless the context otherwise requires, the following words and expressions have the followingmeanings in this Agreement:

“Amalgamation Consideration” means one Chester Group Share, credited as fully paid, forevery one Langbar Share or, in the case of ElectiveShareholders, the sum of £200 per Langbar Share save wherean Elective Shareholder who is a Qualifying ElectiveShareholder makes a valid Share Election in which case suchQualifying Elective Shareholder will receive one ChesterGroup Share, credited as fully paid, for every one LangbarShare rather than cash;

“Amalgamation Record Date” means 6.00 p.m. (Bermuda time) on the Business Dayimmediately preceding the Effective Date;

“Amalgamation Resolution” means the resolution of Langbar Shareholders approving thisAgreement set out in the notice of annual general meetingcontained in the Circular;

“Business Day” means any day, other than a Saturday, Sunday or public orbank holiday, on which banks in Bermuda and London aregenerally open for business;

“Companies Act” means the Companies Act 1981 (as amended) of Bermuda;

45

“Chester Group Share” means a common share of par value US$5.00 in the capitalof Chester roup;

“Circular” means the circular to be issued to Langbar Shareholders onor about the date of this Agreement containing, inter alia, thenotice convening the 2010 annual general meeting ofLangbar and information about the Amalgamation;

“Dissenting Shareholder” means a Langbar Shareholder who does not vote in favour ofthe Amalgamation Resolution and who makes an applicationto the Supreme Court of Bermuda pursuant to section 106(6)of the Companies Act;

“Dissenting Shares” means the Langbar Shares that are held by DissentingShareholders;

“Effective Date” means the date on which the Registrar of Companies issues acertificate of amalgamation in relation to the Amalgamation;

“Elective Shareholder” means a Langbar Shareholder who, on the Share ElectionRecord Date is the registered holder of 798 or fewer LangbarShares;

“Excluded Shares” means any Langbar Shares that are owned by Chester;

“Langbar Share” means a common share of par value €5.00 in the capital ofLangbar;

“Langbar Shareholder” means a holder of Langbar Shares;

“Overseas Shareholder” means a Langbar Shareholder (or nominees of, or custodiansor trustees for, a Langbar Shareholder) who is a citizen ornational of or resident in a jurisdiction outside the UnitedKingdom;

“Qualifying Elective Shareholder” means an Elective Shareholder who is a QualifyingShareholder;

“Qualifying Shareholder” means a holder of Langbar Shares in the register of membersof Langbar on the Share Election Record Date and theAmalgamation Record Date other than LangbarShareholders with a registered or mailing address in aRestricted Jurisdiction and other than Langbar Shareholderswho are citizens or nationals of, or resident in, a RestrictedJurisdiction;

“Restricted Jurisdiction” means the United States, Canada, Australia, Japan and SouthAfrica and any other jurisdiction determined by the Board tobe a jurisdiction where local laws or regulations may beviolated by information concerning the Amalgamation beingsent or made available to Shareholders in that jurisdiction;

“Share Election” means an election by a Qualifying Elective Shareholder toreceive Chester Group Shares rather than cash for hisLangbar Shares pursuant to the terms of the Amalgamation;and

“Share Election Record Date” means 12 noon (London time) on the date of the Circular.

46

2. Effectiveness of the Amalgamation

The parties to this Agreement agree that, on the terms and subject to the conditions of this Agreement andin accordance with the Companies Act, on the Effective Date, Langbar and Chester shall amalgamate andcontinue as a Bermuda exempted company.

The Amalgamation shall be conditional on the passing of the Amalgamation Resolution and the satisfaction(or, if capable of waiver, waiver) of each of the conditions set out in Part III of the Circular.

The Amalgamation shall become effective and a certificate of amalgamation shall be issued by the Registrarof Companies on the Effective Date.

3. Name

The Amalgamated Company shall be called Langbar International Limited.

4. Memorandum of association

The memorandum of association of the Amalgamated Company shall be in the same form as thememorandum of association of Chester.

5. Directors

The names and addresses of the persons proposed to be directors of the Amalgamated Company are asfollows:

David Buchler of 6 Grosvenor Street, London W1K 4PZ, United Kingdom

Paul Bobroff of 6 Grosvenor Street, London W1K 4PZ, United Kingdom

Larry Jobsz of 6 Grosvenor Street, London W1K 4PZ, United Kingdom

Rt. Hon. Sir Jeremy Hanley KCMG of 6 Grosvenor Street, London W1K 4PZ, United Kingdom

6. Conversion and cancellation of shares

On the Effective Date:

(1) each share in the capital of Chester in issue on the Amalgamation Record Date shall be converted intoone fully paid common share of par value US$1.00 in the capital of the Amalgamated Company;

(2) each Langbar Share (other than an Excluded Share or Dissenting Share) in issue on the AmalgamationRecord Date shall be cancelled and converted into the right to receive the AmalgamationConsideration instead of securities of the Amalgamated Company;

(3) each Excluded Share in issue on the Amalgamation Record Date shall be cancelled without anyrepayment of capital in respect thereof or conversion thereof; and

(4) each Dissenting Share in issue on the Amalgamation Record Date shall be cancelled and convertedinto only the right to receive the value thereof as appraised by the court under section 106 of theCompanies Act.

7. Undertakings by Chester Group

Chester Group shall, on or as soon as reasonably practicable after the Effective Date:

(a) procure that the Amalgamated Company shall pay to Elective Shareholders (other than DissentingShareholders) who do not make a valid Share Election the sum of £200 for each Langbar Share heldby them; or

(b) issue to Langbar Shareholders (other than Chester, Dissenting Shareholders and Elective Shareholderswho do not make a valid Share Election), credited as fully paid, one Chester Group Share for everyone Langbar Share held by them.

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8. Settlement of Amalgamation Consideration

Share Elections shall be made and the Amalgamation Consideration shall be settled in accordance with theprocedures and timings set out in the Circular.

9. Bye-laws

The bye-laws of the Amalgamated Company shall be in the same form as the bye-laws of Chester.

10. Miscellaneous

(1) Nothing in this Agreement shall be construed as creating any partnership or agency relationshipbetween any of the parties.

(2) Any variation of this Agreement shall be in writing and signed by or on behalf of all parties.

(3) Any waiver of any right under this Agreement shall only be effective if it is in writing, and shall applyonly in the circumstances for which it is given and shall not prevent the party who has given the waiverfrom subsequently relying on the provision it has waived. No failure to exercise or delay in exercisingany right or remedy provided under this Agreement or by law shall constitute a waiver of such rightor remedy or prevent any future exercise in whole or in part thereof. No single or partial exercise ofany right or remedy under this Agreement shall preclude or restrict the further exercise of any suchright or remedy.

(4) Unless specifically provided otherwise, rights arising under this Agreement shall be cumulative andshall not exclude rights provided by law.

(5) This Agreement may be executed in counterparts each of which when executed and delivered shallconstitute an original but all such counterparts together shall constitute one and the same instrument.

11. Notices

(1) Notices under this Agreement shall be given in writing by personal delivery, recorded delivery mailor courier and shall be effective when received. Notices shall be given as follows:

if to Langbar:

Langbar International Limited6 Grosvenor StreetLondon W1K 4PZ

FAO: The Company Secretary

if to Chester:

Chester Holdings Limited101 Front StreetHamilton HM12Bermuda

FAO: The Company Secretary

if to Chester Group:

Chester Group Limited101 Front StreetHamilton HM12Bermuda

FAO: The Company Secretary

(2) Any notice given under this Agreement shall be deemed to have been duly given on delivery.

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12. Governing law

(1) This Agreement shall be governed by and construed in accordance with Bermuda law.

(2) Each party hereby submits to the exclusive jurisdiction of the Supreme Court of Bermuda.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first abovewritten.

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APPENDIX II

SECTION 106(6) OF THE BERMUDA COMPANIES ACT 1981

The following sets out the text of section 106(6) of the Bermuda Companies Act.

106 (6) Any shareholder who did not vote in favour of the amalgamation and who is not satisfied thathe has been offered fair value for his shares may within one month of the giving of the notice[convening the general meeting of the company] apply to the Court to appraise the fair valueof his shares.

106 (6A) Subject to subsection (6B), within one month of the Court appraising the fair value of anyshares under subsection (6), the company shall be entitled either:

(a) to pay to the dissenting shareholder an amount equal to the value of his shares asappraised by the Court; or

(b) to terminate the amalgamation in accordance with subsection (7).

106 (6B) Where the Court has appraised any shares under subsection (6) and the amalgamation hasproceeded prior to the appraisal then, within one month of the Court appraising the value of theshares, if the amount paid to the dissenting shareholder for his shares is less than that appraisedby the Court the amalgamated company shall pay to such shareholder the difference betweenthe amount paid to him and the value appraised by the Court.

106 (6C) No appeal shall lie from an appraisal by the Court under this section.

106 (6D) The costs of any application to the Court under this section shall be in the discretion of theCourt.

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sterling 135454