Regulation 11C

that any development (including any development in relation to any associate of the holder, or any other entity treated as part of the holder’s group of companies according to the accounting standards applicable to the holder) has occurred or is likely to occur which the holder has reasonable grounds to believe has materially and adversely affected, or is likely to materially and adversely affect —

the financial soundness or reputation of the holder; or

the holder’s ability to carry on business in any type of regulated activity to which its licence relates;

that the holder’s chief executive officer or director is, in accordance with the Guidelines on Fit and Proper Criteria, no longer fit and proper to hold that office or appointment;

that a substantial shareholder of the holder or a person who has effective control of the holder within the meaning of section 97A(6) of the Act is, in accordance with the Guidelines on Fit and Proper Criteria, no longer fit and proper to be a substantial shareholder of the holder or to have effective control of the holder, as the case may be;

that the holder is not likely to be able to conduct its business prudently or to comply with the provisions of the Act and directions made thereunder, having regard to the likely influence over the holder of a substantial shareholder of the holder or a person who has effective control of the holder within the meaning of section 97A(6) of the Act.