THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubtabout the contents of this document and what action you should take you are recommended immediately to seek your own¢nancial advice from an independent ¢nancial adviser who specialises in advising on the acquisition of shares and othersecurities and is authorised under the Financial Services andMarkets Act 2000 (‘‘FSMA’’).Application will be made for the Ordinary Shares to be admitted to trading on AIM. AIM is a market designed primarily foremerging or smaller companies to which a higher investment risk tends to be attached than to larger or more establishedcompanies. AIM securities are not admitted to the O⁄cial List of the United Kingdom Listing Authority. A prospectiveinvestor should be aware of the risks of investing in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with an independent ¢nancial adviser. The London Stock Exchange plc has notitself examined or approved the contents of this document.The Directors of Rubicon Software Group plc, whose names appear on page 5 of this document, accept responsibility,individually and collectively, for the information contained in this document. To the best of the knowledge and belief of theDirectors (who have taken all reasonable care to ensure that such is the case), the information contained in this document isin accordance with the facts and does not omit anything likely to a¡ect the import of such information. This document is anadmission document drawn up in accordance with the AIM Rules and is not a prospectus for the purposes of FSMA orotherwise. No o¡er to subscribe for or to dispose of any securities in the Company is being made pursuant to this document.

RUBICONSOFTWAREGROUPPLC(Incorporated and registered in England andWales under the Companies Act 1985 with registered number 05701801)

ISIN:GB00B17BLJ81

Placing of 7,700,000 newOrdinary Shares of 1p eachat 10p per share

andAdmission to the AIMMarket

Nominated Adviser and Broker

W.H. Ireland Limited

SHARECAPITAL IMMEDIATELY FOLLOWINGADMISSIONAuthorised Issued and fully paid

Number Amount Number Amount

100,000,000 »1,000,000 Ordinary Shares of 1p each 37,699,995 »376,999.95

W.H. Ireland, which is authorised and regulated by the Financial Services Authority in the UK, is acting as the nominatedadviser and broker for Rubicon Software Group Plc in connection with the proposed Placing and Admission and is notacting for any person other than Rubicon Software Group Plc and will not be responsible to any person other than RubiconSoftware Group Plc for providing the protections a¡orded to its customers or for providing advice to any other person inconnection with the admission document.It is expected that Admission will occur and that trading in the Ordinary Shares will commence on 6 September 2006.Copies of this document will be made available to the public during normal business hours on any weekday (Saturdays andpublic holidays excepted) free of charge from the o⁄ces of W.H. Ireland Limited, 24 Bennetts Hill, Birmingham B2 5QP andThomas Eggar, Belmont House, Station Way, Crawley, West Sussex RH10 1JA and shall remain available for one monthafter Admission.This document is not for distribution outside the United Kingdom and, in particular, it should not be distributed to personswith addresses in Canada, Australia, Japan, South Africa or the Republic of Ireland or to persons with addresses in theUnited States of America, its territories or possessions or to any citizen thereof or to any corporation, partnership or otherentity created or organised under the laws thereof. Any such distribution could result in the violation of Canadian,Australian, Japanese, South African, Irish or relevant United States of America law.THE WHOLE TEXT OF THIS DOCUMENT SHOULD BE READ. YOUR ATTENTION IS DRAWN, INPARTICULAR, TO THE SECTION HEADED ‘‘RISK AND OTHER FACTORS’’ SET OUT IN PART II OF THISDOCUMENT. ALL STATEMENTS REGARDING THE GROUP’S BUSINESS FINANCIAL POSITION ANDPROSPECTS SHOULD BEVIEWED IN LIGHTOF SUCHRISK ANDOTHER FACTORS.

CONTENTS

Page

De¢nitions 3

Directors, Secretary and Advisers 5

Expected Timetable of Principal Events 6

Placing Statistics 6

Part I Information on the GroupIntroduction and History 7The Business and Products 7TheMarket and Competition 9Clients and Revenues 10Employees 10Directors and Senior Management 11Summary Financial Information 13Current Trading and Future Prospects 14Premises 14Dividend Policy 14Directors’ Interests and Lock-in Arrangements 14Corporate Governance 14Reasons for the Placing, Admission and Use of Proceeds 15Details of the Placing 15The Placing Shares 15Share Options 16Taxation 16Settlement, Dealings and CREST 16Further Information 16

Part II Risk and Other Factors 17

Part III Financial Information 19

Part IV Additional Information 37

2

DEFINITIONS

‘‘Act’’ the Companies Act 1985, as amended;

‘‘Admission’’ the admission of the Enlarged Share Capital to trading on AIM;

‘‘Admission Document’’ this document dated 30 August 2006;

‘‘AIM’’ the AIMMarket of the London Stock Exchange;

‘‘AIMRules’’ the rules applicable to AIM as published by the London StockExchange from time to time;

‘‘Articles’’ the Company’s articles of association;

‘‘Board’’ or ‘‘Directors’’ the directors of the Company, whose names appear on page 5 of thisdocument;

‘‘Change of Control’’ in relation to the appointment letters of the non-executive directors andthe service agreement for Alistair Hancock, means the acquisition byany person of any interest in any shares in the Company if, uponcompletion of the acquisition, such person, together with any personsacting in concert or connected with them, would hold more than 50 percent. of the shares in the Company;

‘‘Combined Code’’ the Combined Code of Corporate Governance published in July 2003;

‘‘Company’’ Rubicon Software Group Plc;

‘‘CREST’’ the computerised settlement system to facilitate the transfer of title ofshares in uncerti¢cated form, operated by CRESTCo Limited;

‘‘CRESTCo’’ CRESTCo Limited;

‘‘CREST Regulations’’ the Uncerti¢cated Securities Regulations 2001 (SI 2001/3755)including any modi¢cation thereof or any regulations in substitutiontherefore made under section 207 of the Companies Act 1989 and forthe time being in force;

‘‘Enlarged Share Capital’’ together, the existing Ordinary Shares and the Placing Shares;

‘‘FSMA’’ Financial Services andMarkets Act 2000;

‘‘Group’’ the Company, Rubicon Software Limited and Accelerator SoftwareLimited;

‘‘London Stock Exchange’’ London Stock Exchange plc;

‘‘O⁄cial List’’ the O⁄cial List of the UKLA;

‘‘Ordinary Shares’’ ordinary shares of 1p each in the capital of the Company;

‘‘Placing’’ the conditional placing of the Placing Shares on the terms set out in thePlacing Agreement;

‘‘Placing Agreement’’ the agreement between (1) the Company (2) the Directors and (3) W.H.Ireland in relation to the Placing and which is summarised in paragraph8.1.2 of Part IV of this document;

‘‘Placing Price’’ 10p per Placing Share;

‘‘Placing Shares’’ the 7,700,000 new Ordinary Shares which are to be placed at thePlacing Price on the terms set out in the Placing Agreement;

‘‘Rubicon’’ Rubicon Software Limited;

‘‘Share Dealing Code’’ the code on dealings in the Company’s securities adopted by theCompany;

‘‘Shareholders’’ or ‘‘Members’’ holders of issued Ordinary Shares;

‘‘Share Option Scheme’’ the Rubicon Software Group EMI Scheme 2006, details of which aresummarised in paragraph 7 of Part IV of this document;

‘‘UK’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain and Northern Ireland;

3

‘‘UKLA’’ the United Kingdom Listing Authority of the Financial ServicesAuthority, acting in its capacity as the competent authority for thepurposes of Part VI of FSMA;

‘‘Uncerti¢cated SecuritiesRegulations’’

the Uncerti¢cated Securities Regulations 2001, SI 2001/3755; and

‘‘W.H. Ireland’’ W.H. Ireland Limited.

4

DIRECTORS, SECRETARY AND ADVISERS

Directors Robert Burnham (Non-executive Chairman)Alistair Charles Hancock (Chief Executive)Richard James Gordon (Finance Director)Mark Anthony Peters (Commercial Director)Gavin Timothy Jones (Operations Director)Richard John Blakesley (Non-executive Director)David Paul Webber (Non-executive Director)

all ofRegistered O⁄ce

Rubicon HouseGuildford RoadWest EndSurreyGU24 9PW

Telephone number +44 (0)1276 706 900

Company Secretary Richard James Gordon

Nominated Adviser and Broker W.H. Ireland Limited24 Bennetts HillBirminghamB2 5QP

Auditors and ReportingAccountants

Grant Thornton UK LLPChartered AccountantsChurchill HouseChalvey Road EastSloughSL1 2LS

Solicitors to the Company Thomas EggarBelmont HouseStationWayCrawleyWest SussexRH10 1JA

Solicitors to the Placing Shoosmiths7th £oor125 Colmore RowBirminghamB3 3SH

Registrars Neville Registrars LimitedNeville House18 Laurel LaneHalesowenWest MidlandsB63 3DA

5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2006

Admission Document publication date 30 August

Admission e¡ective and dealings in the Enlarged Share Capital commence on AIM 6 September

Expected date for CREST accounts to be credited (in respect of the Enlarged Share Capital) 6 September

Expected date for posting of the share certi¢cates for the Enlarged Share Capital(where applicable) 13 September

PLACING STATISTICS

Number of existing Ordinary Shares prior to the Placing 29,999,995

Placing Price 10p

Number of Placing Shares being issued under the Placing 7,700,000

Number of Ordinary Shares in issue immediately followingcompletion of the Placing and Admission 37,699,995

Gross proceeds of the Placing »0.77 million

Market capitalisation at the Placing Price »3.77 million

Number of Ordinary Shares in issue assuming exerciseof all options to subscribe for Ordinary Shares 41,224,495

%of Enlarged ShareCapital on Admission

% of Enlarged ShareCapital assuming

exercise of all Options

Percentage of the Enlarged Share Capital represented by:Existing Ordinary Shares prior to Admission 79.58 72.77Placing Shares 20.42 18.68

6

PART I

INFORMATION ON THE GROUP

INTRODUCTIONANDHISTORYThe business of Rubicon was founded in 1989 by its current Chief Executive O⁄cer and major shareholder,Alistair Hancock. The Company has 21 employees and is based nearWoking in Surrey.

Initially Rubicon focused on the development of a fundraising and membership management system forcharities and trade associations. By 1994 the product was named ‘Accelerator’ and had evolved into anoperational Customer Relationship Management (‘‘CRM’’) system. Accelerator was licensed to Rubicon’sclients to automate their speci¢c customer sales and service processing requirements. During the 1990’s,Rubicon was also involved in the provision of bespoke software to a range of clients including the Advisory,Conciliation and Arbitration Service (‘‘ACAS’’), Imperial Chemical Industries Plc and BAE Systems plc.

In the late 1990’s, alongside the development of Accelerator, Rubicon launched ‘‘DFinity’’ as a web ande-commerce development engine. This was awarded ‘‘Borland Application of the Year’’ in 2000 and otheruser awards included ICI Paints who were awarded ‘‘CRM Innovation of the Year’’ by CRM Magazine in2001 and dulux.co.uk. which won ‘‘Most Useful Internet Website’’ in 2002 from Your Home Magazine.Work using DFinity followed for a number of major organisations including Guinness and CadburySchweppes. Meanwhile Accelerator was deployed at the Institute of Energy, and at the Online TravelCorporation, now part of lastminute.com, as its hotel and £ight booking system.

In 2001, Rubicon’s board decided that it should focus development on a new CRM product to extendAccelerator’s existing capabilities with the con¢gurable features of DFinity in a more £exible, easily installedand easy-to-use package. Additionally it was decided to target the ¢nancial services sector, particularlymedium-sized building societies where, in the opinion of the Rubicon Board, Accelerator would be wellplaced to address the challenges of improving operational e⁄ciency, customer service and sales e¡ectiveness.

The resulting product, still called Accelerator, was ¢rst sold in 2003. Ongoing development and extensioncontinued until the end of 2005 by which time it had been delivered to seven clients including buildingsocieties and other lending organisations. The Board has now decided to roll out Accelerator across itspotential market. The Board is therefore seeking to increase the Group’s sales and marketing spend and toincrease its delivery team to support a higher level of sales. Rubicon is also seeking to migrate progressivelyfrom a perpetual licence model where a single licence fee is paid, to one based on annual licence fees. Such amigration has a negative short-term e¡ect on cash £ow but, in the longer term, should yield, in the opinion ofthe Directors, a signi¢cant increase in recurring, contracted revenue.

Accordingly, the Company is issuing 7,700,000 new Ordinary Shares pursuant to the Placing at the PlacingPrice to raise approximately »0.43 million (net of expenses). The Placing Shares have been conditionallyplaced with institutions and other investors includingW.H. Ireland as set out in paragraph 8.1.5 of Part IV.

THE BUSINESS ANDPRODUCTSRubicon has built its Accelerator product to be used by ¢nancial services operations with a signi¢cantnumber of retail customers focusing in particular on clients which provide loan, mortgage, insurance, savingsand investment products, in a highly regulated environment. Accelerator is designed to enhance thee¡ectiveness and e⁄ciency of customer service and sales targeting whilst o¡ering management greatercontrol of the compliance process. It does this by providing a single view of customers, automating work£owprocesses, providing prompts and scripts, and integrating with clients’ back o⁄ce systems.

Single view of a customerBy being knowledgeable about a customer’s previous interactions and their stated requirements, an operatorcan improve customer service and o¡er appropriate new or additional products at the point of contact.Accelerator has been designed to access any number of di¡erent databases in real time including internalaccounting systems as well as external data sources such as Experian and Equifax. By using Accelerator,clients do not need to replace their existing systems, in which substantial investments may have already beenmade, or copy data into a new system in order to gain the operational bene¢ts provided with CRM. Instead,Accelerator is designed to produce a ‘‘single view of a customer’’ that displays information heldelectronically within an organisation, brought together irrespective of whether it originated in the branch, ina call centre, in the back o⁄ce or via the web.

7

When a customer contacts a Rubicon client, Accelerator’s single view of the customer can give the client’soperator access to personal information, product holdings, sales activity, customer service activity and anyoutstanding actions in an easy to read format. In addition a contact history is provided showing letters thathave been sent or received, calls that have been made and meetings that have been held.

Automation of processes and improvement of qualityThe automation of manual processes and support for core business processes allows client sta¡ to follow themost appropriate path to dealing with customer enquiries, leading to signi¢cant improvements in operationale⁄ciency, cost reduction and customer retention.

Accelerator’s functionality allows for an operator to be prompted with relevant messages ^ ‘‘intelligentprompts’’. For example, the operator may be taken through the regulatory ‘‘Proof of Identity’’ process orprompted to recommend certain products such as individual ISA’s. Each prompt leads the operator througha script to capture the customer’s requirements accurately and consistently. Scripts can be designed to ensurethat activities are compliant with regulation and that even low-skilled operators adhere to an organisation’sapproved business process.

Accelerator includes scripting and rules engines which support the real time evaluation of information. Thesecombine to simplify the data entry process. For example during a loan application, the operator will beprovided with a script automatically customised to the applicant where only relevant questions are asked. Inaddition, the rules engine is able to assess the complex lending criteria of any number of lenders or producttypes to provide an accurate quotation in seconds rather than the days such manual assessment can take.Rules have been implemented to evaluate credit risk using ‘‘Scorecarding’’ and one client incorporates a risk-based pricing algorithm to determine the rate at which money should be lent. By linking to information fromcredit reference agencies, the land registry and property valuation systems, Accelerator allows Rubicon’sclients to o¡er their customers appropriate decisions during a single telephone call. This gives them asigni¢cant competitive advantage.

Accelerator also includes a work£ow editor and engine which enables each client to control how customersales and service activities are prioritised, queued and performed throughout the organisation. Letters, formsand regulated documentation can all be generated without operator intervention. This reduces human errorand improves e⁄ciency. Tasks are automatically assigned and scheduled to individual operators or placed onwork queues where sta¡ with the appropriate skill can perform each element of the job needed to ful¢l theentire process.

Management OverviewNo one operator needs to understand the full process and managers can receive escalation warnings if workis not being completed in the expected timeframe. Functionality includes reporting dashboards to allowoperators and managers to assess performance in real time and to measure performance againstdepartmental and organisational targets. Accelerator also allows monitoring of costs at an individual leveland detailed analysis of product pro¢tability, conversion rates and service levels.

Support business changeThe ¢nancial services industry experiences frequent change, whether generated by regulatory requirements,corporate acquisition or the desire to bring new products to market quickly.

Accelerator has been designed to facilitate these high levels of change, allowing business users themselves toalter their systems to re£ect their new requirements. Using Accelerator, any business process, data entryscript or business rule can be adapted as a client’s business environment changes. By providing this £exibilityfor change to the client, Accelerator helps organisations to evolve, reduce costs, meet regulation andmaintain competitive advantage. Changes to rules, work£ow processes and scripts normally do not requiresystem downtime or new software development and the open architecture of the software is designed topermit easy integration if new systems are introduced.

Accelerator is designed to be simple to install and use as well as being easy to implement and modify. Thismeans sta¡ can be trained in a few days, it improves sta¡ e⁄ciency and it enhances client £exibility andagility in a highly competitive market.

8

In the nine month period to 31 March 2006, 86 per cent. of Rubicon’s revenue was generated by Acceleratorin the ¢nancial services area. Other sales principally arose from the following:

Accelerator in other sectorsnVigorate: Rubicon also receives income from a bespoke work£ow management package written fornVigorate, which is based around the Accelerator product. The product is designed for applications in themedia industry and is a Marketing Resource Management (‘‘MRM’’) solution. The Directors believe thatthe nVigorate work demonstrates the potential for Accelerator to be sold into substantial markets outside the¢nancial services sector. In the nine month period to 31 March 2006, 7 per cent. of the Company’s revenuewas generated by nVigorate.

DFinity: There is a relatively small legacy income from DFinity, Rubicon’s e-commerce and webdevelopment tool which is used in applications sold by Storwave and from which the Company receiveslicence income based on a percentage of sales. In the nine month period to 31 March 2006, 2 per cent. ofRubicon’s revenue was generated by DFinity.

THEMARKETANDCOMPETITIONThe global market for licence sales of CRM applications has been estimated at approximately $3.6 billion in2005. United States domiciled companies account for a large share of the global market, and the UnitedStates is the largest single market for CRM applications.

To date, the CRM market has been dominated by large ¢rms such as Siebel, Peoplesoft, Oracle and SAPselling systems to large often multi-national corporations. Their systems are costly to acquire, implement andmaintain, making them less attractive to smaller ¢nancial institutions. Recently there has been a round ofconsolidation in this sector of the market, leading to the merger of Siebel and Peoplesoft into OracleCorporation.

At the opposite end of the market there are a number of players who o¡er cheap ‘‘o¡-the-shelf’’ CRMsolutions (i.e. software which can be installed and maintained by the client largely without the need forsupport from the software vendor).

Rubicon currently focuses its sales attention on retail ¢nance organisations. Rubicon has already identi¢edthe following niches for which the Directors believe Accelerator will be well suited in the current phase ofRubicon’s development:

CRM for SUMMIT customers ^ Rubicon has been a partner of TietoEnator Financial Services (UK)Limited (‘‘TietoEnator’’) in the UK for over three years and for the SME sector, provides anintegrated CRM solution with the TietoEnator Mortgage Finance and Savings Suite of products,known as SUMMIT. Competition to this o¡ering is provided by companies such as FineosCorporation and Portrait Software plc. Clients include Market Harborough Building Society,Universal Building Society andMortgages PLC.

Automated loan decisioning and processing companies e.g. loan and mortgage brokers and packagers(such as Norton Finance UK Limited). Competition includes mortgage point of sale systems fromcompanies such as SDS Applications Limited, N4 Solutions Limited and DPR Consulting and loansystems provided byWhite Clarke Group, PanCredit, DST International and Target Group.

Companies using risk based pricing e.g. consumer ¢nance organisations (such as First ResponseFinance Ltd) ^ Competition includes companies such as White Clarke Group, Tallyman andPanCredit.

The Directors are also exploring other areas of the ¢nancial services market where they believe there may bea potential demand for Accelerator or a product based on the Accelerator software. These include insuranceand savings product providers, lead aggregators, ¢nancial intermediaries and IVA (independent voluntaryarrangement) service providers. The Directors believe that increasing regulation of the lending market willgive rise to greater demand for automation and control of front o⁄ce business processes and customerrelationship management, the key areas which Accelerator has been designed to address.

In the longer term the Directors believe that Accelerator has potential for deployment more widely acrossother non-¢nancial services sectors where there are organisations dealing with complex customer acquisition,service and retention requirements.

9

CLIENTS ANDREVENUESA typical project would provide the following revenues to Rubicon:

. Software licence fees: Rubicon charges licence fees either as a one-o¡ perpetual licence or on anannual basis. Licence fees are charged typically according to the number of users who will beoperating the system. A standard perpetual licence fee is currently in the region of »1,250 to »1,500per user, depending on volumes.

. Support and maintenance: Rubicon typically enters into a support contract which requires the clientto make an annual payment to have access to Rubicon’s client support function and to receivesoftware updates. Maintenance fees are generally 15 per cent. to 25 per cent. of the licence fee, paidannually, and support costs vary depending on each client’s requirements.

. Implementation fees: Rubicon charges clients for the initial installation of Accelerator and for anyadditional work it performs such as con¢guring speci¢c client processes. This is typically paid for on adaily rate basis, with an estimate of the time required to complete the work being agreed in advancewith the client. The implementation process can take from two to ten months depending on thecomplexity and phasing of the client’s processes, and would generally result in fees to Rubicon similarto the licence revenue.

Rubicon has built up a recurring annual revenue base of »397,070 which arises from a combination of annuallicence fees and support and maintenance charges. In addition, of its revenue in 2005, »218,042 related to feesfrom existing clients for product extensions and additional application work. In any given year, pro¢ts fromindividual sales may be signi¢cant and therefore the trend of sales and pro¢ts from year to year may bea¡ected by the timing of individual transactions.

Financial services organisations using Accelerator include:

. First Response Finance Limited ^ car ¢nance

. Mortgages plc (now part ofMerrill Lynch) ^ mortgage provider

. Market Harborough Building Society ^ mutual building society

. Norton Finance (UK) Limited ^ UK personal ¢nance broker

. Universal Building Society ^ mutual building society

Rubicon has a new business pipeline which lists 32 companies with whom the Company maintains a positivedialogue regarding a possible purchase of Accelerator. From this list the Company extracts a list of near-term targets, representing companies which are expected to make decisions on acquiring a system likeAccelerator within 3 to 6 months. There are 10 companies on the near-term target list.

EMPLOYEESThe Company currently has 22 employees including the executive Directors, all of whom are based at theCompany’s premises at Rubicon House. It is proposed that 10 employees will be recruited to increase theCompany’s sales and delivery capabilities during 2006/2007. Thereafter, up to 20 additional sta¡ may needto be recruited, dependent upon sales and growth targets being achieved or exceeded.

The following table sets out the number of persons employed by Rubicon (including the executive directors)and their main category of activity, as at 31March 2006. All employees are based in the United Kingdom:

Number of Employees

Function 31March 2006 30 June 2005 30 June 2004

Senior Management 3 3 3Software Design 3 3 3Software Build 6 6 4Project Management 3 1 çTechnical Support 1 1 1Quality Assurance 2 2 1O⁄ce Administration 1 1 1Total 19 17 13

In addition, in the period covered by this table, Rubicon’s director of sales George Atkinson, provided hisservices to Rubicon through Cressida Limited. George Atkinson became an employee of Rubicon with e¡ectfrom 1 June 2006.

10

DIRECTORS AND SENIORMANAGEMENTDirectorsThe Board comprises four executive directors and three non-executive directors, whose details are set outbelow.

Robert Burnham (Non-executive Chairman, aged 57)Rob has worked in the IT services and telecoms sector for over 25 years. He has held a variety of executiveand management positions with responsibility for consulting, training, systems integration and development,sales, marketing, outsourcing and recruitment.

Rob joined BIS Information Systems Limited, a UK consultancy in 1976 (subsequently acquired byNYNEX Corporation based in the USA) where he worked on a variety of assignments ranging fromtechnical roles to strategic projects. In 1990 he was appointed Marketing Director, responsible for strategicbusiness planning, sales organisation development and marketing services. In 1992 he was made ChiefExecutive of NYNEXMultimedia Communications, a subsidiary of NYNEXCorporation until June 1993.

In June 1993, Rob joined SHL Systemhouse (Europe) Limited as a director of systems integration andconsulting where he was one of four directors controlling a UK resource group of over 100 consultants.

In October 1995, Rob was appointed a Director of Lorien plc, an IT resources and specialist services group,initially carrying responsibility for their Northern operations in Manchester and Leeds and subsequentlygiven responsibility for all of Lorien’s core operational activities.

In March 1998, Rob was appointed as Executive Director, of Skillsgroup plc (renamed QA plc in April2001). He contributed signi¢cantly to corporate development activities including a lead role in theacquisition of Cap Gemini Training and the disposal of QAMyriad.

Rob is now Chairman of Connect Internet Solutions Limited, a business recently ‘spun out’ of LiverpoolUniversity which was incorporated in August 2002. He is also Non-executive Director of TeamspiritHoldings Ltd and Non-executive Chairman of Intec PC Ltd.

Rob was appointed a director of Rubicon on 3 November 2005 and a Director of the Company on 30 May2006.

Alistair Charles Hancock (Chief Executive, aged 36)Alistair founded Rubicon in 1989 whilst completing his Computer Science degree at St John’s College,University of Cambridge.

As the founder of Rubicon, Alistair has been integral to the development of Accelerator and continues tolead its evolution in addition to his responsibilities as Chief Executive O⁄cer.

Richard James Gordon (Finance Director, aged 52)Richard is a Chartered Accountant who from 1991 until 30 April 2006 was Finance Director at Broadcastleplc, a full list company which was acquired by Siemens AG in 2005 and subsequently delisted. Richard wasappointed Finance Director and Company Secretary of the Company on 27 April 2006.

Between 1977 and 1982, Richard acted as a consultant providing ¢nance and I.T. related services to anumber of ¢nance companies and brokers. In 1982 he became a full time employee of Broadcastle LeasingLtd.

Mark Anthony Peters (Commercial Director, aged 37)After graduating with a degree in Mathematics from the University of Bristol, Mark joined BoatComm GBCo Limited (‘‘BoatComm’’) in 1992 becoming a Director in 1994. After leaving BoatComm Mark joinedRubicon as Commercial Director inMarch 2000.

Gavin Timothy Jones (Operations Director, aged 38)In 2001 Gavin quali¢ed with anMBA from the Open University Business School.

He joined Berkley Software, a consultancy and software development house in January 1994 as a SeniorConsultant, progressing to Projects Director in 1997 and became Operations Director in 1999.

Gavin joined Rubicon in April 2001 as Operations Director.

11

Richard John Blakesley (Non-executive Director, aged 40)Richard has ¢fteen years of European and United States investment banking experience, working as amergers and acquisitions specialist for Lehman Brothers, Chase Manhattan and JP Morgan. Latterly he wasManaging Director in charge of mergers and acquisitions for the Telecoms, Media and Technology sectors inEurope for JPMorgan.

On leaving the banking sector in 2003 Richard co-founded a telecommunications service provider, AdEPTTelecom, which was admitted to trading on AIM in February 2006. He is also a Director of two privatecompanies.

Richard joined the Company as a Director on 30May 2006.

David PaulWebber (Non-executive Director, aged 41)David was appointed Chief Executive of Patsystems PLC in January 2006. He was formerly Chief Executiveof AttentiV Systems Group from March 2004 until December 2005, where his business leadership saw thecompany through signi¢cant expansion by both organic growth and acquisition. David joined AttentiV in1994 as Finance Director and was subsequently appointed Managing Director in 1997. He led themanagement buyout and subsequent AIM £otation of the business and was retained as Chief Executive whenAttentiV Systems Group plc was acquired by TietoEnator inMay 2005.

David, has been a member of the Institute of Chartered Accountants since 1989 and holds a BSc inEconomics from the London School of Economics.

David joined the Company as a director on 30May 2006.

Particulars of all service contracts between the Company and the Directors are set out in paragraph 5.9 ofPart IV.

Senior ManagementGeorge Alfred Atkinson (Director of Sales, aged 60)George joined ICL Financial Services in 1994 initially as a regional business development manager andsubsequently in 1996 as strategic client manager responsible for ICL’s client relationships. Clients whoseaccounts he managed included Alliance & Leicester plc, Lloyds TSB plc and Abbey National plc.

In 1999 George joined AIT Group plc (‘‘AIT’’) as a Client Director selling AIT’s CRM products. His clientsthere included Alliance & Leicester plc, Marks & Spencer plc, Cooperative Bank, GMAC and Bradford &Bingley plc. In 2003 George left AIT to join Microgen plc in a client director and business development role,developing opportunities in retail ¢nancial services and retail, for Microgen’s decisioning engine.

After leaving Microgen in April 2004, George set up Cressida Ltd to provide interim sales relatedmanagement services including sales, sales support, consultancy, bid management, business development.George has been contracted to Rubicon since May 2004 providing sales management and strategic salesadvice.

George became an employee of Rubicon on 1 June 2006.

Nicklas Daniel Blanchard (Head of Engineering, aged 34)Nick joined Rubicon after graduating from Royal Holloway, University of London in 1994 and wasappointed Head of Engineering in February 2002.

As Head of Engineering Nick is responsible for software design, and management of key softwaredevelopments.

12

SUMMARY FINANCIAL INFORMATIONThe results of Rubicon for the three years ended 30 June 2005 and nine months ended 31 March 2006 are setout in Part III of this document and are summarised below.

Year ended30 June

2003

Year ended30 June

2004

Year ended30 June

2005

Ninemonthsended

31March2006

»’000 »’000 »’000 »’000

Turnover 607.6 623.0 667.2 1,066.6Other operating income 33.7 58.8 72.8 32.3

641.3 681.8 740.0 1,098.9Operating costs (631.0) (902.5) (1,365.4) (1,026.4)

Operating pro¢t/(loss) 10.3 (220.7) (625.4) 72.5Net interest (2.9) (3.5) (5.1) (3.9)

Pro¢t/(loss) before taxation 7.4 (224.2) (630.5) 68.6Taxation (1.6) 1.4 64.2 ç

Retained pro¢t/(loss) 5.8 (222.8) (566.3) 68.6

Capitalisation of development costs 284.3 138.2 0.0 172.4Amortisation of development costs (73.9) (120.6) (184.6) (138.6)

210.4 17.6 (184.6) 33.8

Non-recurring legal fees ç (42.2) (16.9) (38.5)Bad and doubtful debts (1.8) (21.6) (151.8) 2.7

It is Group policy to capitalise development costs and amortise them over the expected life of the relatedsoftware product. The net e¡ect of this policy was to substantially reduce costs in the year to 30 June 2003while signi¢cantly increasing costs in the year to 30 June 2005.

The expenses in the pro¢t and loss account include non-recurring legal costs relating to litigation brought byPaul Barrett, a former shareholder and director of Rubicon, which Rubicon successfully defended. By ajudgement on 1 March 2005, Mr Barrett was ordered to pay Rubicon’s costs on an indemnity basis and wasfurther ordered to pay the sum of »30,000 immediately, as an interim payment of the full claim. Only »30,500of the full claim could be recovered due to di⁄culty in recovery from the claimant. The litigation wasconcluded by a consent order dated 20 October 2005, which con¢rms that Mr Barrett has no further claimsagainst Rubicon and no interest in Rubicon’s share capital.

In the year to 30 June 2005, a bad debt charge arose from the ¢nancial di⁄culties of a former client in thee-commerce sector. By focusing on the ¢nancial sector, the Directors hope to reduce the risk of similar costsrecurring.

The nine months to 31 March 2006 re£ect the strength of sales arising from Accelerator as the product hasneared completion and customer acceptance has been gained.

The net assets of Rubicon at 31March 2006 were as follows:

31March 2006»’000

Capitalised development costs 276.2Tangible assets 37.2

313.4Debtors 554.8Creditors amounts falling due within one year (597.7)Net current liabilities (42.9)Shareholder loans falling due after more than one year (382.7)

Net liabilities (112.2)

13

Of the shareholder loans outstanding as at 31 March 2006 »217,476 were capitalised by the issue of shares on8 May 2006 and »115,000 were repaid on 8 May 2006 out of the proceeds of shares allotted and issued forcash on that date. At the date of this document the level of shareholder loans is »127,000.

CURRENT TRADINGAND FUTURE PROSPECTSThe new business pipeline is ahead of the same period last year and current trading is in line with theDirectors’ expectations. Accordingly, the Board views the future with con¢dence.

PREMISESThe Group occupies premises near Woking in Surrey in a modern stand alone o⁄ce building, held on a10 year lease from 2000. The premises have space for additional sta¡ and the Directors consider them to besu⁄cient for the Group’s requirements for at least 18 months from the date of this document.

DIVIDENDPOLICYThe Directors anticipate that earnings will be retained by the Company to develop and grow the business.The Directors anticipate paying a dividend once the initial phase of growth is completed and the Group iscash generative. This will take into account both the requirements of the business and the expectations of theShareholders.

DIRECTORS’ INTERESTS ANDLOCK-IN ARRANGEMENTSThe Directors’ aggregate interests in Ordinary Shares following Admission will amount to29,042,987 Ordinary Shares representing approximately 77.04 per cent. of the Enlarged Share Capital of theCompany and options over a further 975,000 Ordinary Shares under the Share Option Scheme further detailsof which are set out in paragraph 7 of Part IV of this document. Robert Burnham, Richard Gordon, RichardBlakesley and David Webber, all being Directors of the Company, have subscribed for 250,000, 150,000,1,510,000 and 250,000 Placing Shares, respectively.

The Directors (with the exception of those Placing Shares subscribed by them in the Placing) and all otherShareholders have agreed not to dispose of any interests in the securities of the Company within a period of12 months following Admission (the ‘‘Lock-in Period’’), save subject to speci¢ed circumstances.

In addition the Directors have agreed to provide orderly market undertakings covering the following12 month period after the lock-in, under which the relevant shareholders may not inter alia dispose of sharesat less than the Placing Price or at a price more than 10 per cent. lower than a price at which they had soldshares in the previous three months, without the agreement of the Company’s brokers.

CORPORATEGOVERNANCEThe Directors recognise the importance of sound corporate governance and the guidelines set out in thePrinciples of Good Corporate Governance and Code of Best Practice (the ‘‘Combined Code’’). Whilst AIMcompanies are not obliged to comply with the Combined Code, the Directors do intend to comply with theCombined Code so far as is appropriate having regard to the size and nature of the various companiesmaking up the Group. The Board will take such measures so far as practicable to comply with the CombinedCode and in addition, the Quoted Companies Alliance (‘‘QCA’’) Guidelines for AIMCompanies.

The Company has three non-executive Directors. The Board retains full and e¡ective control over theCompany. The Company holds regular Board meetings at which ¢nancial, operational and other reports areconsidered and, where appropriate, voted on. Apart from regular meetings, additional meetings will bearranged when necessary to review strategy, planning, operational, ¢nancial performance, risk and capitalexpenditure and human resource and environmental management. The Board is also responsible formonitoring the activities of the executive management. To enable the Board to perform its duties, alldirectors will have full access to all relevant information. If necessary the non-executive directors may takeindependent professional advice at the Group’s expense.

The Directors have established an audit committee and a remuneration committee with formally delegatedduties and responsibilities to operate with e¡ect from Admission.

The audit committee

The audit committee, which upon Admission will comprise David Webber and Richard Blakesley, is to bechaired by David Webber and will meet at least twice a year. The committee will review the Group’s annualand interim ¢nancial statements before submission to the Board for approval. The committee will also review

14

regular reports from management and the external auditors on accounting and internal control matters.Where appropriate, the committee will monitor the progress of action taken in relation to such matters. Thecommittee will also recommend the appointment of, and review the fees of, the external auditors.

The remuneration committee

The remuneration committee, which upon Admission will comprise Richard Blakesley, Robert Burnham,and David Webber, is to be chaired by Richard Blakesley and intends to meet twice a year. It will beresponsible for reviewing the performance of the executive directors and for setting the scale and structure oftheir remuneration, paying due regard to the interests of Shareholders as a whole and the performance of theGroup. The remuneration committee will also determine allocations of any warrants or options grantedunder any share option scheme adopted by the Company in the future and will be responsible for setting anyperformance criteria relevant to such warrants or options..

The Directors will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will take allreasonable steps to ensure compliance by the Company’s applicable employees. The Company has adoptedand will operate a share dealing code for Directors and employees in accordance with the AIMRules.

REASONS FOR THE PLACING, ADMISSIONANDUSEOF PROCEEDSThe net proceeds of the Placing, being approximately »0.43 million, are intended to be applied to increaseRubicon’s front-line sales and marketing capabilities, to strengthen the development and delivery team inanticipation of projected revenue growth, to repay short-term loans from Directors and provide workingcapital. The Directors believe that the associated bene¢ts of the Placing and Admission include:

(i) Corporate Pro¢le

The pro¢le of the business, among industry peers and in attracting new clients, should bene¢t fromthe status of being part of an AIM quoted company.

(ii) Incentivisation of Key Sta¡

The use of publicly traded equity to implement appropriate share option schemes to incentiviseemployees and directors, as the Company grows.

(iii) Acquisition Consideration

The issue of publicly traded shares as consideration is potentially more attractive to vendors than theissue of non-publicly traded shares and the Directors may wish to consider this as a form ofconsideration in the event that an acquisition opportunity is identi¢ed in the future.

(iv) Access to CapitalMarkets

The Company may need to raise further funds in the future to develop its business or to ¢nance anycash element of consideration for an acquisitions if one is identi¢ed.

DETAILSOF THE PLACINGThe Company is issuing 7,700,000 new Ordinary Shares pursuant to the Placing at the Placing Price to raise»0.43 million (net of expenses). The Placing Shares will represent approximately 20.42 per cent. of theEnlarged Share Capital of the Company following the Placing and will be issued credited as fully paid andwill rank pari passu in all respects with the existing Ordinary Shares.

The Company and the Directors have entered into the Placing Agreement with W.H. Ireland. The Placing isnot being underwritten. The Placing Shares have been conditionally placed with institutional and otherinvestors includingW.H. Ireland as set out in paragraph 8.1.5 of Part IV.

The Placing is conditional upon the Placing Agreement becoming unconditional and not having beenterminated in accordance with its terms, and Admission becoming e¡ective by 6 September 2006 (or suchlater time and date as the Company and W.H. Ireland may agree). Further details of the Placing Agreementare set out in paragraph 8.1.2 of Part IV of this document.

THE PLACING SHARESThe Placing Shares comprise 7,700,000 new Ordinary Shares in the issued share capital of the Company. ThePlacing Shares were created under the Act and can be issued in certi¢cated or uncerti¢cated form. The ISINnumber for the Ordinary Shares is GB00B17BLJ81.

15

SHAREOPTIONSThe Company has granted options over Ordinary Shares to certain parties including Richard Gordon,George Atkinson and Robert Burnham, certain other employees and two former directors of Rubicon. It iscurrently intended that options over Ordinary Shares would not exceed 10 per cent. of the Company’s issuedshare capital from time to time.

TAXATIONInformation regarding taxation is set out in paragraph 13 of Part IV of this document. These details are,however, intended only as a general guide to the current tax position under UK taxation law. If you are inany doubt as to your tax position, you should consult an appropriate professional adviser immediately.

The Company has received advance assurance from H.M. Revenue and Customs on the basis of informationprovided that the Ordinary Shares will qualify for Enterprise Investment Scheme and Venture Capital Trustrelief (‘‘EIS/VCT relief’’). The Directors anticipate that the Group will continue to be a qualifying companyfor the purpose of EIS/VCT relief, although no guarantee of this can be given.

SETTLEMENT, DEALINGS ANDCRESTApplication has been made to the London Stock Exchange for the Enlarged Share Capital, to be admitted totrading on AIM. It is expected that Admission will become e¡ective and dealings will commence in theEnlarged Share Capital on 6 September 2006. No application has or will be made for the Enlarged ShareCapital to be admitted to trading or to be listed on any other stock exchange.

The Company has applied for the Enlarged Share Capital to be admitted to CREST and it is expected thatthe Enlarged Share Capital will be so admitted and accordingly enabled for settlement in CREST on the dateof Admission.

CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain sharecerti¢cates will be able to do so. All of the Ordinary Shares will be in registered form and no temporarydocuments of title will be issued.

FURTHER INFORMATIONYour attention is drawn to Part II of this document which contains certain risk and other factors relating toany investment in the Company and to Parts III and IV of this document which contain further additionalinformation on the Group.

16

PART II

RISK AND OTHER FACTORS

In addition to the other relevant information set out in this document, the following speci¢c factors should beconsidered carefully when evaluating an investment in the Company. The investment o¡ered in this documentmay not be suitable for all of its recipients. If you are in any doubt as to the action you should take, you shouldconsult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising onthe acquisition of shares and other securities. A prospective investor should consider carefully whether aninvestment in the Company is suitable for him/her in the light of his/her personal circumstances and the¢nancial resources available to him/her.

In addition to the usual risks associated with an investment in a business at an early stage of its development,the Directors consider that the risks and other factors described below are the most signi¢cant and should beconsidered carefully together with all the information contained in this document, prior to applying forPlacing Shares. It should be noted that the risks described below are not the only risks faced by the Company;there may be additional risks that the Directors currently consider not to be material or of which they arecurrently unaware.

If any of the risks referred to in this Part II crystallise, the Company’s business, ¢nancial condition, results orfuture operations could be materially adversely a¡ected. In such case, the price of its shares could go down andinvestors may lose all or part of their investment. The risks set out below do not appear in any order ofpriority.

Acquiring new clientsAlthough Rubicon intends to move towards a model of charging its clients on an annual basis for softwarelicenses, the majority of Rubicon’s revenues are expected to continue to relate to new clients rather thanexisting clients. In order to maintain and grow its revenues in the future Rubicon must therefore continue towin new business from new clients.

Timing of sales and pro¢tsIn any given year, pro¢ts from individual sales may be a signi¢cant proportion of annual pro¢t and thereforethe trend of sales and pro¢ts from year to year may be a¡ected by the timing of individual transactions.

CompetitionRubicon operates in a relatively fragmented market with only a small number of competitors focusing oncustomer engagement and work£ow in the ¢nancial services sector. However there are some extremely largecompanies operating in this market, including Microsoft and Oracle, and these or other smaller companiescould in the future represent a greater competitive threat to Rubicon in its chosen core markets.

Dependence on key personnel and employeesIn common with many smaller companies the Company’s future success will depend upon its current andfuture senior management team and employees. Whilst it has entered into contractual arrangements with theaim of securing the services of the Directors and key employees, details of whom are set out in Part IV of thisdocument, the retention of their, and any future directors’ or employees’ services cannot be guaranteed.

Propensity of ¢nancial services sector to invest in e⁄ciency and client-facing technologyIT investment in certain sectors of the ¢nancial services market, including building societies, has in the pastappeared to the Board to be cyclical. Should overall market conditions deteriorate for Rubicon’s clients or ifother IT issues became a priority, it is possible that these clients might delay or cancel their decisions to investin customer engagement and related systems.

Summit SuiteThe current partner status of Rubicon with TietoEnator in the UK could in future alter which might slow therate of sales of the Company and could have an adverse e¡ect on the Company although the Directors haveno reason to believe that this is likely to occur in the foreseeable future.

17

Requirement for fundsIt may be necessary to raise additional equity or debt ¢nancing to cover working capital requirements. Anyadditional equity ¢nancing may be dilutive to Shareholders and debt ¢nancing, if available, may involverestrictions on ¢nancing and operating activities. There can be no assurance that such funding required bythe Company will be made available to it and, if such funding is available, that it will be o¡ered onreasonable terms.

If the Company is unable to obtain additional ¢nancing as needed, it may not be able to ful¢l its strategywhich could have a material adverse e¡ect on the Company’s business, ¢nancial condition and prospects.

Share price e¡ect of sales of Ordinary Shares by a signi¢cant Shareholder and/or DirectorThe market price of Ordinary Shares could decline signi¢cantly as a result of any sales of material numbersof Ordinary Shares or the perception by the market that such sales could or would occur.

Share price volatility and liquidityThe share price of publicly traded companies can be highly volatile. The price at which the Ordinary Shareswill be quoted and the price which Shareholders may realise for their Ordinary Shares will be in£uenced by alarge number of factors, some speci¢c to the Company, its operations and its sector and some which maya¡ect quoted companies generally.

The value of Ordinary Shares can decrease as well as increase.Admission to AIM should not be taken as implying that there will be a liquid market for the Ordinary Shares.It may be more di⁄cult for an investor to realise his investment on AIM than to realise an investment in acompany whose shares are quoted on the O⁄cial List of the UKLA.

18

PART III

FINANCIAL INFORMATION

Page

Section A Accountants’ report on the Unaudited Historical Financial Information of RubiconSoftware Group plc 20

Section B Unaudited Historical Financial Information of Rubicon Software Group plc 21

Section C Accountants’ report on the Historical Financial Information of Rubicon SoftwareLimited 22

Section D Historical Financial Information of Rubicon Software Limited 24

19

SECTION A

ACCOUNTANTS’ REPORT ON THE UNAUDITED HISTORICAL FINANCIALINFORMATION OF RUBICON SOFTWARE GROUP PLC

The DirectorsRubicon Software Group plcRubicon HouseGuildford RoadWest EndSurreyGU24 9PW

30 August 2006

Dear Sirs

RUBICON SOFTWAREGROUP PLC

We report on the unaudited historical ¢nancial information set out in Section B of Part III of this document.This ¢nancial information has been prepared for inclusion in the AIM Admission Document dated30 August 2006 of Rubicon Software Group plc. This report is required by the AIM Rules and is given forthe purpose of complying with those rules and for no other purpose.

RESPONSIBILITIESThe Directors of Rubicon Software Group plc are responsible for preparing the ¢nancial informationpresented in Section B of Part III of the AIMAdmission Document dated 30 August 2006.

It is our responsibility to form an opinion as to whether the ¢nancial information gives a true and fair view,for the purposes of the AIMAdmission Document, and to report our opinion to you.

BASIS OFOPINIONWe conducted our work in accordance with the Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the ¢nancial information.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with su⁄cient evidence to give reasonable assurance that the¢nancial information is free from material misstatement, whether caused by fraud or other irregularity orerror.

OPINIONIn our opinion, the ¢nancial information gives, for the purposes of the AIM Admission Document dated30 August 2006, a true and fair view of the state of a¡airs of Rubicon Software Group plc as at the date ofthis document. It does not comprise a full set of ¢nancial statements.

DECLARATIONFor the purposes of Paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report aspart of the AIM Admission Document and declare that we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts andcontains no omission likely to a¡ect its import. This declaration is included in the AIM admission documentin compliance with Schedule Two of the AIMRules.

Yours faithfully

GRANT THORNTONUKLLP

20

SECTION B

UNAUDITED HISTORICAL FINANCIAL INFORMATION OFRUBICON SOFTWARE GROUP PLC

This ¢nancial information has been prepared for inclusion in the Admission Document issued by theCompany on 30 August 2006 relating to the admission of the entire issued share capital of the Company toAIM (‘‘the AIMMarket’’).

The Company was incorporated on 8 February 2006 under the name Kelster plc and has not completed its¢rst accounting reference period. No statutory ¢nancial statements have been prepared, audited or ¢led withthe Registrar of Companies since incorporation.

As at 30 August 2006 the Company had carried out no trading. As at 30 August 2006, the only transactionsof the Company had been as follows:

(i) On incorporation on 8 February 2006 the Company’s authorised share capital was »50,000 dividedinto 50,000 ordinary shares of »1 each, of which 2 ordinary shares of »1 each were issued.

(ii) A special resolution was passed to change the company name to Rubicon Software Group PLC on27 April 2006.

(iii) The Company changed its registered o⁄ce to Rubicon House, Guildford Road, West End, Woking,Surrey, GU24 9PW.

(iv) No dividends have been paid or proposed.

(v) On 8 June 2006 the Company acquired the entire issued share capital of Rubicon Software Limited inreturn for the issue of 29,999,995 Ordinary Shares.

(vi) On 8 June 2006 the Company’s authorised share capital was increased to »1,000,000 by the creationof an additional »950,000 in nominal value of Ordinary Shares of »1 each and each Ordinary Share of»1 each was subdivided into 100 Ordinary Shares.

21

SECTION C

ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIALINFORMATION OF RUBICON SOFTWARE LIMITED

The DirectorsRubicon Software Group plcRubicon HouseGuildford RoadWest EndSurreyGU24 9PW

30 August 2006

Dear Sirs

RUBICON SOFTWAREGROUP PLC

We report on the historical ¢nancial information set out in Section D of Part III of this document. This¢nancial information has been prepared for inclusion in the AIM Admission Document dated 30 August2006 of Rubicon Software Group plc on the basis of the accounting policies set out in the historical ¢nancialinformation. This report is required by the AIM Rules and is given for the purpose of complying with thoserules and for no other purpose.

RESPONSIBILITIESThe Directors of Rubicon Software Group plc are responsible for preparing the ¢nancial information on thebasis of preparation set out in the historical ¢nancial information.

It is our responsibility to form an opinion as to whether the ¢nancial information gives a true and fair view,for the purposes of the AIMAdmission Document, and to report our opinion to you.

BASIS OFOPINIONWe conducted our work in accordance with the Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. Our work included an assessment of evidence relevant to theamounts and disclosures in the ¢nancial information. It also included an assessment of the signi¢cantestimates and judgements made by those responsible for the preparation of the ¢nancial information andwhether the accounting policies are appropriate to the entity’s circumstances, consistently applied andadequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which weconsidered necessary in order to provide us with su⁄cient evidence to give reasonable assurance that the¢nancial information is free from material misstatement, whether caused by fraud or other irregularity orerror.

OPINIONIn our opinion, the ¢nancial information gives, for the purposes of the AIM Admission Document dated30 August 2006, a true and fair view of the state of a¡airs of Rubicon Software Limited as at the dates statedand of its pro¢t and cash £ows for the periods then ended in accordance with the basis of preparation set outand in accordance with the applicable reporting framework as described Section D of the AIM AdmissionDocument, and has been prepared in a form that is consistent with the accounting policies adopted inRubicon Software Limited’s latest annual accounts.

DECLARATIONFor the purposes of Paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report aspart of the AIM Admission Document and declare that we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts and

22

contains no omission likely to a¡ect its import. This declaration is included in the AIM admission documentin compliance with Schedule Two of the AIMRules.

Yours faithfully

GRANT THORNTONUKLLP

23

SECTION D

HISTORICAL FINANCIAL INFORMATION OF RUBICON SOFTWARE LIMITED

PROFIT ANDLOSS ACCOUNTS

Notes

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Turnover 1 607,560 622,958 667,155 1,066,605Other operating income 33,703 58,841 72,845 32,258

641,263 681,799 740,000 1,098,863

Operating costsSta¡ costs 3 (204,172) (363,693) (553,840) (384,657)Depreciation and amortisation 2 (103,802) (151,722) (199,518) (149,067)Other operating charges (322,923) (387,045) (612,041) (492,654)

(630,897) (902,460) (1,365,399) (1,026,378)

Operating pro¢t/(loss) 10,366 (220,661) (625,399) 72,485Interest receivable 312 209 70 45Interest payable and similar charges 5 (3,260) (3,754) (5,186) (3,928)

Pro¢t/(loss) on ordinary activities beforetaxation 7,418 (224,206) (630,515) 68,602Tax on pro¢t/(loss) on ordinaryactivities 6 (1,622) 1,436 64,230 ç

Retained pro¢t/(loss) for the ¢nancialperiod 19 5,796 (222,770) (566,285) 68,602

All of the activities of the company are classed as continuing.

The company has no recognised gains or losses other than the results for the periods as set out above.

The accompanying accounting policies and notes form an integral part of this ¢nancial information.

24

BALANCE SHEETS

Notes

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Fixed assetsIntangible assets 7 409,379 426,946 242,388 276,181Tangible assets 8 74,723 52,277 39,675 37,169

484,102 479,223 282,063 313,350

Current assetsStocks 9 2,544 22,914 4,039 çDebtors 10 127,858 189,068 292,482 554,855Cash at bank and in hand 355 8 3 16

130,757 211,990 296,524 554,871Creditors: amounts falling due withinone year 11 (108,948) (249,237) (342,450) (597,745)

Net current (liabilities)/assets 21,809 (37,247) (45,926) (42,874)

Total assets less current liabilities 505,911 441,976 236,137 270,476Creditors: amounts falling due aftermore than one year 12 (6,811) (165,646) (416,998) (382,735)

Net assets/(liabilities) 499,100 276,330 (180,861) (112,259)

Capital and reservesCalled up equity share capital 17 36,300 36,300 145,394 145,394Share premium account 18 418,200 418,200 418,200 418,200Pro¢t and loss account 19 44,600 (178,170) (744,455) (675,853)

Shareholders’ funds 20 499,100 276,330 (180,861) (112,259)

The accompanying accounting policies and notes form an integral part of this ¢nancial information.

25

CASH FLOWSTATEMENTS

Notes

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Net cash in£ow/(out£ow) from operatingactivities 21 211,351 (20,264) (349,973) 115,651Returns on investments and servicing of¢nanceInterest received 312 209 70 45Interest paid (3,260) (3,754) (5,186) (3,928)

Net cash out£ow on returns oninvestments and servicing of ¢nance (2,948) (3,545) (5,116) (3,883)Taxation ç 4,423 2,251 26,880Capital expenditure and ¢nancialinvestmentPayments to acquire tangible assets (16,497) (8,688) (2,358) (7,949)Payments to acquire intangible assets (284,327) (138,155) ç (172,405)

Net cash out£ow from capitalexpenditure and ¢nancial investment (300,824) (146,843) (2,358) (180,354)

Cash out£ow before ¢nancing (92,421) (166,229) (355,196) (41,706)

FinancingIssue of equity share capital 2,250 ç 109,094 çShare premium on issue of share capital 87,750 ç ç çReceipt/(repayment) of loans ç 159,250 255,124 (31,639)Capital element of ¢nance lease and hirepurchase agreements (34,994) (1,062) (6,945) (3,892)

Net cash in£ow/(out£ow) from ¢nancing 55,006 158,188 357,273 (35,531)

(Decrease)/increase in cash 21 (37,415) (8,041) 2,077 (77,237)

26

NOTES TOTHE FINANCIAL INFORMATION1. TurnoverThe turnover and loss before tax are attributable to the one principal activity of the company.

An analysis of turnover is given below:

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

United Kingdom 607,560 622,958 667,155 1,066,605

Other operating income of 2006: »32,258 (2005: »72,845; 2004: »58,841; 2003: »33,703) relates to rentreceivable in respect of operating leases.

2. Operating pro¢t/(loss)Operating pro¢t/(loss) is stated after charging:

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Amortisation 73,948 120,588 184,558 138,612Depreciation of owned ¢xed assets 21,728 21,283 5,108 10,455Depreciation of assets held under ¢nance leasesand hire purchase agreements 8,126 9,851 9,850 çAuditors’ remuneration 8,220 8,500 9,900 çNon audit services ç 7,531 ç çOperating lease costs:Land and buildings 108,504 108,504 108,504 83,250Plant and Equipment ç ç ç 3,446

3. Directors and employeesThe average number of persons employed by the company during the period, including the directors,amounted to 18 (2005: 16; 2004: 14; 2003: 16).

The aggregate payroll costs of the above were:

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Wages and salaries 149,261 300,913 487,415 318,702Social security costs 40,282 47,815 52,221 53,586Other pension costs 14,629 14,965 14,204 12,369

204,172 363,693 553,840 384,657

27

4. DirectorsRemuneration in respect of directors was as follows:

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Emoluments receivable 91,050 135,766 118,333 145,733Value of company pension contributions to moneypurchase schemes 5,575 6,450 6,450 4,838

96,625 142,216 124,783 150,571

The number of directors who accrued bene¢ts under company pension schemes was as follows:

Year ended30 June

2003No

Year ended30 June

2004No

Year ended30 June

2005No

Period ended31March

2006No

Money purchase schemes 3 3 3 3

5. Interest payable and similar chargesYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Interest payable on bank borrowing 191 1,610 2,153 2,885Finance lease and hire purchase charges 3,069 2,144 1,922 1,043Other similar charges payable ç ç 1,111 ç

3,260 3,754 5,186 3,928

28

6. Taxation on ordinary activities(a) Analysis of charge in the period

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Current tax:Corporation tax 1,622 ç (35,100) çOverprovision in prior period ç (1,436) (29,130) ç

Total current tax 1,622 (1,436) (64,230) ç

The company has unrelieved tax losses at 31 March 2006 of approximately »521,000 (2005: »543,000;2004: »88,000; 2003: Nil) which remain available to o¡set against future taxable trading pro¢ts.

(b) Factors a¡ecting current tax charge

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

(Loss)/pro¢t on ordinary activities before taxation 7,418 (224,206) (630,515) 68,602

Loss on ordinary activities multiplied by thestandard rate of corporation tax in the UK of 19%(2005: 19%; 2004: 19%; 2003: 19%) 1,409 (42,599) (119,798) 13,034Expenses not deductible for tax purposes 821 (9,491) (12,720) (8,879)Movements in accelerated capital allowances 968 3,451 2,521 (52)Increase in tax losses ç 43,599 88,340 (4,095)Adjustments to tax charge in respect of previousperiods ç (1,436) (29,130) çOther timing di¡erences (1,576) 5,040 6,557 (8)

Total current tax (note 6(a)) 1,622 (1,436) (64,230) ç

29

7. Intangible ¢xed assetsDevelopmentexpenditure

»

CostAt 1 July 2002 199,000Additions 284,327

At 1 July 2003 483,327Additions 138,155

At 30 June 2004 and 30 June 2005 621,482Additions 172,405

At 31March 2006 793,887

AmortisationAt 1 July 2002 çCharge for the year 73,948

At 30 June 2003 73,948Charge for the year 120,588

At 30 June 2004 194,536Charge for the year 184,558

At 30 June 2005 379,094Charge for the period 138,612

At 31March 2006 517,706

Net book valueAt 30 June 2003 409,379

At 30 June 2004 426,946

At 30 June 2005 242,388

At 31March 2006 276,181

30

8. Tangible ¢xed assetsLeaseholdBuildings

»

O⁄ceEquipment

»Total

»

CostAt 1 July 2002 55,764 146,080 201,844Additions 3,381 13,116 16,497

At 30 June 2003 59,145 159,196 218,341Additions ç 8,688 8,688

At 30 June 2004 59,145 167,884 227,029Additions ç 2,358 2,358

At 30 June 2005 59,145 170,242 229,387Additions ç 7,949 7,949

At 31March 2006 59,145 178,191 237,336

DepreciationAt 1 July 2002 11,106 102,658 113,764Charge for the year 5,915 23,939 29,854

At 30 June 2003 17,021 126,597 143,618Charge for the year 5,915 25,219 31,134

At 30 June 2004 22,936 151,816 174,752Charge for the year 5,923 9,037 14,960

At 30 June 2005 28,859 160,853 189,712Charge for the period 4,436 6,019 10,455

At 31March 2006 33,295 166,872 200,167

Net book valueAt 30 June 2003 42,124 32,599 74,723

At 30 June 2004 36,209 16,068 52,277

At 30 June 2005 30,286 9,389 39,675

At 31March 2006 25,850 11,319 37,169

Included within the net book value of »37,169 is »Nil (2005: »10,239; 2004: »16,677; 2003: »17,939) relatingto assets held under ¢nance leases and hire purchase agreements. The depreciation in the periods in respect ofsuch assets amounted to »Nil (2005: »9,850; 2004: »9,851; 2003: »8,126).

9. StocksYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Work in progress 2,544 22,914 4,039 ç

31

10. DebtorsYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Trade debtors 63,489 107,006 138,989 315,038Taxation recoverable 4,609 ç 61,979 35,099Other debtors 54,500 52,500 89,005 126,553Prepayments and accrued income 5,260 29,562 2,509 78,165

127,858 189,068 292,482 554,855

The debtors above include the following amounts falling due after more than one year:

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Trade debtors ç ç 70,139 53,375

There is an unprovided deferred tax asset/(liability) in respect of available tax losses at 31 March 2006 of»99,026 (2005: »103,740; 2004: »12,880; 2003: »(7,766)).

11. Creditors: amounts falling due within one yearYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Bank loans and overdrafts 15,404 23,098 21,016 98,266Trade creditors 33,104 46,322 102,569 201,296Corporation tax 1,622 ç ç çOther taxation and social security 22,542 61,529 47,366 84,362Amounts due under ¢nance leases and hirepurchase agreements 7,771 7,124 3,951 2,683Other creditors 8,669 15,394 39,738 112,680Accruals and deferred income 19,836 95,770 127,810 98,458

108,948 249,237 342,450 597,745

12. Creditors: amounts falling due after more than one yearYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Amounts due under ¢nance leases and hirepurchase agreements 6,811 6,396 2,624 çOther creditors ç 159,250 414,374 382,735

6,811 165,646 416,998 382,735

32

13. Commitments under ¢nance leases and hire purchase agreementsFuture commitments under ¢nance leases and hire purchase agreements are as follows:

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Amounts payable within 1 year 7,771 7,124 3,951 2,683Amounts payable between 1 and 2 years 5,644 3,844 2,624 çAmounts payable between 3 and 5 years 1,167 2,552 ç ç

14,582 13,520 6,575 2,683

14. Leasing commitmentsAt 31 March 2006 the company had annual commitments under non-cancellable operating leases as set outbelow:

Land and buildings

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Operating leases which expire:After more than 5 years 108,500 108,500 108,500 108,500

15. Contingent liabilitiesThe directors consider there to be no contingent liabilities at 30 June 2003, 30 June 2004, 30 June 2005 or31March 2006.

16. Related party transactionsNomaterial transactions with related parties were undertaken during the periods.

17. Share capitalAuthorised share capital:

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

4,000,000 Ordinary shares of »0.25 each 1,000,000 1,000,000 1,000,000 1,000,000

Allotted, called up and fully paid:

Year ended30 June 2003

Year ended30 June 2004

Year ended30 June 2005

Period ended31March 2006

No » No » No » No »Ordinary shares of »0.25 each 145,200 36,300 145,200 36,300 581,576 145,394 581,576 145,394

On 26 May 2005, Rubicon allotted 436,376 Ordinary Shares of 25p, at par. The total consideration for thisshare issue was »109,094.

18. Share premium accountYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Balance brought forward 330,450 418,200 418,200 418,200Movement in period 87,750 ç ç ç

Balance carried forward 418,200 418,200 418,200 418,200

33

19. Pro¢t and loss accountYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Balance brought forward 38,804 44,600 (178,170) (744,455)Pro¢t/(loss) for the ¢nancial period 5,796 (222,770) (566,285) 68,602

Balance carried forward 44,600 (178,170) (744,455) (675,853)

20. Reconciliation of movements in shareholders’ fundsYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Pro¢t/(loss) for the ¢nancial period 5,796 (222,770) (566,285) 68,602New equity share capital subscribed 2,250 ç 109,094 çPremium on new share capital subscribed 87,750 ç ç ç

Net increase/(reduction) to shareholders’ equityfunds 95,796 (222,770) (457,191) 68,602Opening shareholders’ equity funds/(de¢cit) 403,304 499,100 276,330 (180,861)

Closing shareholders’ equity funds/(de¢cit) 499,100 276,330 (180,861) (112,259)

21. Notes to cash £ow statementReconciliation of the operating pro¢t to net cash in£ow/(out£ow) from operating activities

Year ended30 June

2003»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

Operating pro¢t/(loss) 10,366 (220,661) (625,399) 72,485Depreciation and amortisation 103,802 151,722 199,518 149,067Decrease/(increase) in stocks 3,356 (20,370) 18,875 4,039Decrease/(increase) in debtors 129,406 (65,819) (41,435) (289,253)(Decrease)/increase in creditors (35,579) 134,864 98,468 179,313

Net cash in£ow/(out£ow) from operating activities 211,351 (20,264) (349,973) 115,651

Reconciliation of net cash to movement in net debtYear ended

30 June2003

»

Year ended30 June

2004»

Year ended30 June

2005»

Period ended31March

2006»

(Decrease)/increase in cash in period (37,415) (8,041) 2,077 (77,237)Net cash out£ow/(in£ow) from other loans ç (159,250) (255,124) 31,639Capital element of ¢nance lease and hire purchasecontracts 34,994 1,062 6,945 3,892

Change in net debt (2,421) (166,229) (246,102) (41,706)Net debt at the start of the period (27,210) (29,631) (195,860) (441,962)

Net debt at the end of the period (29,631) (195,860) (441,962) (483,668)

22. Ultimate controlling partyThe directors consider that the ultimate controlling related party of this company is Mr A C Hancock byvirtue of his controlling shareholding being 68.8% as at 31March 2006.

23. Capital commitmentsThe directors had no capital commitments at 30 June 2003, 30 June 2004, 30 June 2005 or 31March 2006.

34

ACCOUNTING POLICIESBasis of Preparation

The historical ¢nancial information has been prepared in accordance with applicable UK generally acceptedaccounting principles and under the historical cost convention, except that current asset investments arestated at market value, a departure from the Companies Act 1985.

The principal accounting policies of the company are set out below. The policies have remained unchangedthroughout the period under review.

TURNOVERTurnover is based on the total amount receivable by the group for goods supplied and services provided,excluding VAT and trade discounts, with adjustments for deferred and accrued income as follows:

. attributable pro¢t on installation and consultancy work is recognised once the outcome can beassessed with reasonable certainty. Turnover and pro¢t recognised re£ects the proportion of workdelivered to the client to date. Full provision is made for any foreseeable losses on projects in the yearin which the loss is ¢rst foreseen

. income on ongoing maintenance contracts is recognised evenly over the period of the contract

. income with respect to annual licence fees is recognised over the licence period , perpetual licence feesare recognised once the licence period has commenced.

TANGIBLE FIXED ASSETS ANDDEPRECIATIONDepreciation is calculated to write down the cost less estimated residual value of all tangible ¢xed assets byequal annual instalments over their expected useful lives. The rates generally applicable are:

Leasehold buildings over the life of the leaseFixtures and ¢ttings 25%Computer equipment 50%

INVESTMENTSFixed asset investments are held at cost less amounts written o¡.

This is a departure from the Companies Act 1985 which requires current assets to be valued at the lower ofcost or net realisable value. The directors consider that showing the current asset investments at market valuegives a true and fair view.

STOCKSStock and work in progress is stated at the lower of cost and net realisable value.

HIRE PURCHASE AGREEMENTSAssets held under hire purchase agreements are capitalised and disclosed under tangible ¢xed assets at theirfair value. The capital element of the future payments is treated as a liability and the interest is charged to thepro¢t and loss account on a straight line basis.

FINANCE LEASE AGREEMENTSWhere the company enters into a lease which entails taking substantially all the risks and rewards ofownership of an asset, the lease is treated as a ¢nance lease. The asset is recorded in the balance sheet as atangible ¢xed asset and is depreciated in accordance with the above depreciation policies. Future instalmentsunder such leases, net of ¢nance charges, are included with creditors. Rentals payable are apportionedbetween the ¢nance element, which is charged to the pro¢t and loss account on a straight line basis, and thecapital element which reduces the outstanding obligation for future instalments.

OPERATING LEASE AGREEMENTSRentals applicable to operating leases where substantially all of the bene¢ts and risks of ownership remainwith the lessor are charged against pro¢ts on a straight line basis over the period of the lease.

35

RESEARCHANDDEVELOPMENTResearch and development expenditure is written o¡ in the year in which it is incurred except thatdevelopment costs incurred on speci¢c projects are capitalised when recoverability can be assessed withreasonable certainty and amortised in line with the expected sales arising from the projects. All otherresearch and development costs are written o¡ in the year of expenditure.

DEFERRED TAXATIONDeferred tax is recognised on all timing di¡erences where the transactions or events that give the company anobligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balancesheet date. Deferred tax assets are recognised when it is more likely than not they will be recovered. Deferredtax is measured using rates of tax that have been enacted or substantively enacted by the balance sheet date.

CONTRIBUTIONS TOPENSION FUNDSDe¢ned contribution schemes

The company operates three de¢ned contributions pension schemes. Payments to the schemes are charged inthe historical ¢nancial information in the periods to which they relate.

36

PART IV

ADDITIONAL INFORMATION

1. Responsibility for information in this document1.1 The Directors, whose names and business addresses are set out in paragraph 1.2 below, accept

responsibility, individually and collectively, for the information contained in this document. To thebest of the knowledge and belief of the Directors (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this document is in accordance with the facts and doesnot omit anything likely to a¡ect the import of such information.

1.2 The Directors and their respective positions are:

Robert Burnham (Non-executive Chairman) ç appointed 30May 2006Alistair Charles Hancock (Chief Executive) ç appointed 27 April 2006Richard James Gordon (Finance Director) ç appointed 27 April 2006Mark Anthony Peters (Commercial Director) ç appointed 27 April 2006Gavin Timothy Jones (Operations Director) ç appointed 30May 2006Richard John Blakesley (Non-executive Director) ç appointed 30May 2006David Paul Webber (Non-executive Director) ç appointed 30May 2006

The business address of each of the Directors is Rubicon House, Guildford Road, West End, SurreyGU24 9PW.

2. The Company2.1 The Company was incorporated and registered in England and Wales under the Act on 8 February

2006 under the name Kelster plc as a public limited company with registration number 5701801. On31May 2006 the Company changed its name to Rubicon Software Group plc.

2.2 The principal activity of the Company is that of a holding company for its wholly owned subsidiarycompany, Rubicon Software Limited which is the operating company for the Group’s business.Rubicon Software Limited was incorporated on 22 June 1990 under the name of Omenprime Limitedand is a private company limited by shares, and incorporated in England and Wales. On 3 September1990 Rubicon changed its name to Rubicon Software Limited. Rubicon Software Limited has awholly owned subsidiary, Accelerator Software Limited, which was incorporated on 3 April 2006under the name of Chawlin Limited and is a private company limited by shares and incorporated inEngland and Wales under the Act. On 9 May 2006, the company changed its name to AcceleratorSoftware Limited.

2.3 The principal legislation under which the Group operates and under which the Ordinary Shares havebeen created is the Act. The liability of the Company’s members is limited. On 8 June 2006 theRegistrar of Companies issued a certi¢cate to the Company under section 117 of the Act entitling it tocommence business and to exercise borrowing powers.

2.4 The registered o⁄ce and principal place of business of the Company is at Rubicon House, GuildfordRoad,West End, Surrey GU24 9PW, telephone number +44 (0) 1276 706900.

3. Memorandum and Articles of Association3.1 The Memorandum of Association of the Company provides that its principal object is to carry on

business as a general commercial company. Its objects are set out in full in clause 4 of theMemorandum of Association, which is one of the documents referred to in paragraph 15 below asbeing available for inspection.

3.2 The Articles of Association of the Company (‘‘the Articles’’) which were adopted on 8 June 2006include provisions to the following e¡ect (although the summary below is quali¢ed in its entirety byreference to the full Articles which are available for inspection as further described in paragraph 15below):

3.2.1 Voting Rights

Subject to any rights or restrictions as to voting by or in accordance with the Articles in relation toany shares or class of shares, at any general meeting every member who is present in person shall on a

37

show of hands have one vote and on a poll every member present in person or by proxy shall have onevote for each share of which he is the holder.

No member shall, unless the Board otherwise determines, be entitled to vote in respect of a share heldby such member if any call or other sum presently payable by him to the Company in respect of thatshare remains unpaid.

A holder of Ordinary Shares loses his right to vote in respect of Ordinary Shares if and for so long ashe or any person appearing to be interested in those shares fails to comply with a request by theCompany under the Act requiring him to give particulars of any interest in those Ordinary Shareswithin 14 days. In the case of shareholdings representing 0.25 per cent or more in nominal value of theshare capital of the Company then in issue, or any class thereof, the sanctions which may be appliedby the Company include not only disenfranchisement but also restrictions on the right to receivepayment of dividends and other monies payable on, and restrictions on transfer of, the OrdinaryShares concerned.

3.2.2 Dividends

(a) Final dividends

The Company may by ordinary resolution declare dividends to be paid to members according to theirrespective rights and interests in the pro¢ts of the Company. However, no dividend shall exceed theamount recommended by the Board.

(b) Interim dividends

The Board may declare and pay such interim dividends (including any dividend payable at a ¢xedrate) as appears to the Board to be justi¢ed by the pro¢ts of the Company available for distribution.

(c) Entitlement to dividends

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paidaccording to the amounts paid up (otherwise than in advance of calls) on the shares on which thedividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid proportionately tothe amounts paid up on the shares during any portion or portions of the period in respect of which thedividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from aparticular date, it shall rank for dividend accordingly.

(d) Deductions on dividends

The Board may deduct from any dividend or other money payable to any person on or in respect of ashare all such sums as may be due from him to the Company on account of calls or otherwise inrelation to the shares of the Company.

(e) Unclaimed dividend

Any dividend unclaimed after a period of twelve years from the date the dividend became due forpayment shall be forfeited and shall revert to the Company.

(f) Distribution in specie

The Board may, with the authority of an ordinary resolution of the Company, direct that payment ofany dividend declared may be satis¢ed wholly or partly by the distribution of assets, (and in particularof paid up shares or debentures of any other company) and the Board shall give e¡ect to suchresolution.

3.2.3 Distribution of Assets on aWinding Up

If the Company shall be wound up the liquidator may, with the authority of an extraordinaryresolution of the Company and subject to any provision of law divide among the members in specie orkind the whole or any part of the assets of the Company (whether they shall consist of property of thesame kind or not) and may, for such purpose, set such value as the liquidator deems fair upon anyproperty to be divided as aforesaid and may determine how such division shall be carried out asbetween the members or di¡erent classes of members.

38

3.2.4 Transfer of Shares

(a) Form of transfer

Any shares in the Company may be held in uncerti¢cated form and title to uncerti¢cated shares maybe transferred by means of a relevant system.

Transfer of certi¢cated shares may be e¡ected by an instrument of transfer in any usual form or in anyother form approved by the Board. Such instrument shall be executed by or on behalf of thetransferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of thetransferee. The transferor shall be deemed to remain the holder of such share until the name of thetransferee is entered in the register in respect of such shares.

(b) Right to refuse to register a transfer

The Board may, in its absolute discretion and without giving any reason, refuse to register anytransfer of a share which is not a fully paid share unless:

(i) The instrument of transfer:

1. is in respect of only one class of shares;

2. is lodged at the registered o⁄ce or such other place as the Board may appoint;and

3. is accompanied by the relevant share certi¢cate(s) and such other evidence as theBoard may reasonably require to show the right of the transferor to make thetransfer; and

(ii) in the case of a transfer to joint holders, the number of joint holders does not exceedfour.

The Board may decline to register a transfer of an uncerti¢cated share in the circumstances set out inthe Uncerti¢cated Securities Regulations 2001 and where, in the case of a transfer to joint holders, thenumber of joint holders to whom the uncerti¢cated share is to be transferred exceeds four.

3.2.5 Share capital

(a) Variation of rights

The special rights attached to any class of share may, subject to the provisions of the Act, be variedeither with the consent in writing of the holders of not less than three quarters in nominal value of theissued shares of the class or with the sanction of any extraordinary resolution passed at a separategeneral meeting of the holders of shares of the class.

(b) Increase in share capital

The Company may from time to time by ordinary resolution increase its share capital by such sum tobe divided into shares of such amount as the resolution prescribes.

(c) Consolidation, subdivision and cancellation

The Company may by ordinary resolution :

(i) consolidate and divide all or any of its share capital into shares of larger nominalamount than its existing shares;

(ii) subject to the provisions of the Act, sub-divide its shares.

(d) Cancellation

The Company may by ordinary resolution cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by any person, and diminish the amount of itsshare capital by the amount of the shares so cancelled.

(e) Reduction

Subject to the provisions of the Act and to any rights for the time being attached to any shares, theCompany may by special resolution reduce its share capital or any capital redemption reserve or sharepremium account in any way.

39

(f) Purchase of own shares

Subject to the provisions of the Act and to any rights for the time being attached to any shares, theCompany may purchase any of its own shares of any class (including any redeemable shares).

3.2.6 Forfeiture and lien

If a member fails to pay the whole of any call or any instalment of any call on or before the dayappointed for payment, the Board may at any time serve a notice on him requiring payment and shallstate that in the event of non-payment in accordance with such notice the shares on which the call wasmade will be liable to be forfeited.

The Company shall have a ¢rst and paramount lien on each of its shares which is not fully paid, for allamounts payable to the Company (whether presently or not) in respect of that share and to the extentand in the circumstances permitted by the Act.

The Company may sell in such manner as the Board thinks ¢t any share on which the Company has alien, fourteen days after a notice in writing stating and demanding payment of the sum presentlypayable and giving notice of an intention to sell.

3.2.7 ShareWarrants to Bearer

The Company may, with respect to any fully paid shares, issue a share warrant stating that bearer ofthe warrant is entitled to the shares speci¢ed in it and may provide (by coupons or otherwise) for thepayment of future dividends on the shares included in a share warrant.

3.2.8 General meetings

General meetings shall be held at such time and place as the Board may determine. Not less thantwenty one clear days’ notice (in the case of a meeting convened for the passing of a special resolution)and not less than fourteen clear days’ notice (in respect of all other meetings) shall be given to allmembers entitled to receive notice, the Directors and auditors specifying the time and place of themeeting, whether it is an annual general meeting or an extraordinary meeting, in the case of specialbusiness, the general nature of business, the intention to propose any resolutions and the entitlementof a member to appoint one or more proxies to attend and on a poll vote instead of a member.

3.2.9 Directors

(a) Number of Directors

Unless otherwise determined by ordinary resolution the directors shall not be fewer than two normore than ten in number.

(b) Directors’ expenses

The Board will repay to any director all reasonable expenses properly incurred by him in or about theperformance of his duties as director, including any expenses incurred in attending meetings of theBoard or any committee of the Board or general meetings or separate meetings of the holders of anyclass of shares or of debentures of the Company.

(c) Retirement by rotation

At each annual general meeting one third of the directors who are subject to retirement by rotation(or, if their number is not a multiple of three, the nearest number to but not greater than one third)shall retire from o⁄ce by rotation.

(d) Restriction on voting

A director shall not vote (save as provided in the Articles) in respect of any contract or arrangementor any other proposal whatsoever in which the persons connected with him have a material interestotherwise than by virtue of his interest in shares or debentures or other securities of, or otherwise in orthrough the Company. A director shall not be counted in the quorum at a meeting in relation to anyresolution on which he is not entitled to vote.

A director shall be entitled to vote (and be counted in the quorum) in respect of passing a resolutionconcerning any of the following matters:

40

(i) the giving of any guarantee, security or indemnity in respect of money lent orobligations incurred by him or any other person at the request of or for the bene¢t ofthe Company or any of its subsidiary undertakings;

(ii) the giving of any guarantee, security or indemnity in respect of a debt or obligation ofthe Company or any of its subsidiary undertakings for which he himself has assumedresponsibility in whole or in part under a guarantee or indemnity or by the giving ofsecurity;

(iii) any proposal concerning an o¡er of shares or debentures or other securities of or by theCompany or any of its subsidiary undertakings in which o¡er he is or may be entitled toparticipate as a holder of securities or in the underwriting or sub-underwriting of whichhe is to participate;

(iv) any proposal concerning any other body corporate in which he (together with personsconnected with him within the meaning of section 346 of the Act) does not to hisknowledge have an interest (as the term is used in Part VI of the Act) in one per cent ormore of the issued equity share capital of any class of such body corporate or of thevoting rights available to members of such body corporate;

(v) any proposal relating to an arrangement for the bene¢t of the employees of theCompany or any of its subsidiary undertakings which does not award him any privilegeor bene¢t not generally awarded to the employees to whom such arrangement relates;or

(vi) any proposal concerning insurance which the Company proposes to maintain orpurchase for the bene¢t of directors or for the bene¢t of persons who include directors.

3.2.10 Borrowing Powers

The Board may exercise all the powers of the Company to borrow money and to mortgage or chargeall or any part of the undertaking, property and assets (present and future) and uncalled capital of theCompany and, subject to the provisions of the Act, to create and issue debenture and other loan stockand debentures and other securities, whether outright or as collateral security for any debt, liability orobligation of the Company or of any third party.

4. Share Capital4.1 The Company was incorporated with an authorised share capital of »50,000 represented by 50,000

ordinary shares of »1 each, of which two Ordinary Shares were issued, nil paid, to the subscribers tothe memorandum of association.

4.2 On 8 June 2006, the Company’s authorised share capital was increased to »1,000,000 by the creationof an additional »950,000 in nominal value of ordinary shares of »1 each and each Ordinary Share of»1 each was subdivided into 100 Ordinary Shares.

4.3 On 8 June 2006 the Company acquired the entire issued share capital of Rubicon in return for theissue of 29,999,995 Ordinary Shares. Clearance from H.M. Revenue and Customs under section 707Income and Corporation Taxes Act 1988 and section 138(1) Taxation of Chargeable Gains Act 1992was sought and obtained for this share for share exchange.

4.4 The authorised and issued share capital of the Company (i) as at the date of this document and (ii) onAdmission will be:

Authorised(Number)

Authorised(Amount)

Issued andfully paid(Number)

Issued andfully paid(Amount)

(i) 100,000,000 »1,000,000 29,999,995 »299,999.95(ii) 100,000,000 »1,000,000 37,699,995 »376,999.95

4.4 Application will be made for the Ordinary Shares to be admitted to AIM and to no other stockexchange or trading facility.

4.5 Section 89(1) of the Act (to the extent not disapplied) confers on holders of Ordinary Shares rights ofpre-emption in respect of the allotment of equity securities which are to be paid up in cash otherwiseto employees under employee share schemes. Section 89(1) provides that no equity security may be

41

allotted unless the Company has made an o¡er in writing, stating a period of not less than 21 daysduring which it may be accepted, to the holders of the existing Ordinary Shares to allot to them on thesame or more favourable terms a proportion of those securities which is as nearly as practicably equalto the proportion held by them of the aggregate of the existing Ordinary Shares.

4.6 By a shareholders’ resolution dated 29 August 2006 the Directors were generally and unconditionallyauthorised conditional on Admission for the purposes of section 80 of the Act (i) to allot the OrdinaryShares to be issued pursuant to the Placing and (ii) to allot relevant securities (otherwise than inconnection with the Placing) up to a maximum of an aggregate nominal amount of »356,667 suchauthority to expire at the conclusion of the annual general meeting of the Company followingAdmission unless renewed or revoked before that date. The Directors were also empowered, pursuantto section 95 of the Act, to allot equity securities (within the meaning of section 94(2) of the Act) forcash as if section 89(1) of the Act did not apply up to an allotment of equity securities (i) pursuant tothe Placing and (ii) up to a maximum of an aggregate nominal amount of »18,850, such authority toexpire at the conclusion of the annual general meeting of the Company following Admission unlessrevoked or renewed prior to that date. This resolution alters the rights of shareholders arising undersection 89 of the Act for certain issues of Ordinary Shares to be made to them on a pre-emptive basis.

4.7 The Company has granted W. H. Ireland, conditionally on Admission, options to subscribe for77,000 Ordinary Shares (the terms of which are summarised in paragraph 8.1.4. below).

4.8 The Company has granted to Philip Wiper and Richard Savage, previous directors of Rubicon,options to subscribe for 55,000 Ordinary Shares and 27,500 Ordinary Shares respectively at anexercise price per Ordinary Share of 6 pence exercisable on or before the tenth anniversary of grant.

4.9 Save as disclosed above in this paragraph 4 and paragraphs 5, 7 and 8.1.4. of this Part IV, no capitalof the Company is proposed to be issued or is under option or is agreed to be put under option.

5. Directors’ Interests5.1 Interests in Shares

References in this paragraph 5 to relevant securities means Ordinary Shares and securities convertibleinto such shares, rights to subscribe therefore, options in respect thereof and derivatives referencedthereto.

As at the date of this document, the interests (all of which are bene¢cial unless otherwise stated) of theDirectors in the issued share capital of the Company, which have been noti¢ed to the Companypursuant to sections 324 or 328 of the Act or which are required to be entered in the registermaintained pursuant to section 325 of the Act or which are interests of a connected person of aDirector (within the meaning of section 346 of the Act) which would, if the connected person were aDirector, be required to be disclosed as aforesaid and the existence of which is known to, or couldwith reasonable diligence be ascertained by, the Directors are set out below and in paragraph 5.2below:

Director

OrdinaryShares at thedate of thisdocument

% of issuedshare capitalat the date ofthis document

OrdinaryShares onAdmission

% of issuedshare capitalon Admission

Robert Burnham ç ç 250,000 0.66Alistair Charles Hancock 11,438,572 38.13 11,438,572 30.34Richard James Gordon ç ç 150,000 0.40Mark Anthony Peters 3,574,553 11.92 3,574,553 9.48Gavin Timothy Jones 1,429,821 4.77 1,429,821 3.79Richard John Blakesley 10,440,041 34.8 11,950,041 31.70David Paul Webber ç ç 250,000 0.66

5.2 As at the date of this document options over 600,000 Ordinary Shares had been granted to RichardGordon and options over 375,000 Ordinary Shares had been granted to Robert Burnham under theShare Option Scheme at an exercise price of 6p per Ordinary Share. 186,500 of Robert Burnham’sOrdinary Share options are exercisable 12 months after the date of grant, with a further 93,250exercisable 24 months after the date of grant with the balance 93,250 exercisable 36 months after thedate of grant. 300,000 of Richard Gordon’s Ordinary Share options are exercisable 24 months afterthe date of grant with balance of 300,000 exercisable 36 months after the date of grant.

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Options over an additional 1,640,000 Ordinary Shares at an exercise price per Ordinary Share of 1phave been granted under the Share Option Scheme to certain employees of the Company and over anadditional 750,000 at an exercise price per Ordinary Share of 6p have been granted under the ShareOption Scheme to George Atkinson with the options attached to 500,000 of the Ordinary Sharesunder option to George Atkinson being subject to achieving certain performance criteria.

5.3 Save as disclosed in paragraph 5.2 above no Director has any option over or warrant to subscribe forrelevant securities.

5.4 Save as disclosed in paragraphs 5.1 and 5.2 of this Part IV, none of the Directors nor any personconnected with them (within the meaning of section 346 of the Act) has any interest in any relevantsecurities.

5.5 There are no outstanding loans granted by the Company to any of the Directors nor has anyguarantee been provided by the Company for the bene¢t of any Director.

5.6 Additional information on the Directors

The names of all companies and partnerships outside of the Group of which the Directors have, atany time in the ¢ve years prior to the date of this document, been a director or partner, as appropriate,each position is currently held unless stated otherwise, are as follows:

Name Current Directorships Past Directorships

Robert Burnham Connect Internet SolutionsLimitedIntec PC LtdTeamspirit Holdings Ltd

Computers for Business (SC)LimitedDeakins Properties LimitedDirect Media Technology LimitedGlobal IT Skills LimitedKnowledge Centre LimitedQA IT Services LimitedQA PlcQA Skillsgroup LimitedTaramsys LimitedTemperm Limited

Alistair Charles Hancock Virtual Sonar Ltd E-Studioz Limited

Richard James Gordon Avon Commercial FinanceLimitedBroadcastle Bank LimitedBroadcastle PlcBroadcastle (Secondaries) LimitedCash Express LimitedD.C.C. Investments LimitedOld Broadcastle Finance LtdQMS Finance LimitedPrinting Equipment FinanceLimitedSME Professional FinanceLimited

Mark Anthony Peters Bearing Sales & Purchases LimitedVirtual Sonar Ltd

BoatcommGBCo. LtdCarthage LimitedReach Out E Ltd

Gavin Timothy Jones None None

Richard John Blakesley Blakemount LimitedVirtual Sonar Ltd

CryoSystems LimitedGlobal Structured Finance Inc.Raven Capital Inc.

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Name Current Directorships Past Directorships

David Paul Webber Lynx Overseas InvestmentsLimitedPatsystems Holdings LimitedPatsystems PlcPatsystems (UK) LimitedTamesis Limited

Lynx Financial Systems LimitedTietoEnator (UKNo. 1) Limited

Save as set out above, none of the Directors has held or occupied any other directorships or has been apartner in a partnership over the previous ¢ve years.

5.7 Mark Peters is a Director of Bearing Sales & Purchases Limited which was placed into administrativereceivership on 18 January 2006 following a compulsory court order under the provisions of theInsolvency Act 1986. The amount likely to be outstanding to creditors, not including shareholders, is»175,000.

5.8 Save as disclosed in paragraph 5.7 above, no Director:

5.8.1 has any unspent convictions in relation to indictable o¡ences; or

5.8.2 has been bankrupt or the subject of an individual voluntary arrangement, or has had a receiverappointed to any asset of such director; or

5.8.3 has been a director of any company which, while he was a director or within 12 months afterhe ceased to be a director, had a receiver appointed or went into compulsory liquidation,creditors’ voluntary liquidation, administration or company voluntary arrangement, or madeany composition or arrangement with its creditors generally or with any class of its creditors;or

5.8.4 has been a partner of any partnership which, while he was a partner or within 12 months afterhe ceased to be a partner, went into compulsory liquidation, administration or partnershipvoluntary arrangement, or had a receiver appointed to any partnership asset; or

5.8.5 has had any public criticism by statutory or regulatory authorities (including recognisedprofessional bodies); or

5.8.6 has been disquali¢ed by a court from acting as a director of a company or from acting in themanagement or conduct of the a¡airs of any company.

5.9 Directors’ Terms of Appointment

Robert Burnham, Non-executive Chairman

Mr Burnham has entered into an appointment letter with the Company dated 8 June 2006 thatcontinues for a ¢xed period of one year and thereafter is terminable on 3 months notice by eitherparty. Mr Burnham’s notice period shall increase to 6 months in the event of a Change of Control.Mr Burnham shall receive annual remuneration of »18,000.

In addition Mr Burnham will be paid per diem fees for consultancy services to the Company. TheDirectors anticipate that these fees will amount to »18,000 per year.

Alistair Hancock, Chief Executive

Mr Hancock entered into a service agreement with Rubicon on 8 June 2006. The terms of theagreement include amongst others the following: (i) salary of »85,000 per annum, (ii) terminable on12 months’ notice by either party, (iii) 25 days holiday per annum and (iv) up to 45 days sick pay inany 12 month period at full rate. Mr Hancock’s notice period shall increase to 24 months in the eventof a Change of Control.

Richard Gordon, Finance Director

Mr Gordon entered into a service agreement with Rubicon on 8 June 2006. The terms of theagreement include amongst others the following: (i) salary of »60,000 per annum, (ii) terminable on3 months’ notice by either party, (iii) 25 days holiday per annum and (iv) up to 30 days sick pay in any12 month period at full rate. Mr Gordon’s agreement has an initial ¢xed period of 6 months until31 October 2006 and thereafter may be terminated on 3 months notice from either party.

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Mark Peters, Commercial Director

Mr Peters entered into a service agreement with Rubicon on 8 June 2006. The terms of the agreementinclude amongst others the following: (i) salary of »75,000 per annum, (ii) terminable on 6 months’notice by either party, (iii) 25 days holiday per annum and (iv) up to 45 days sick pay in any 12 monthperiod at full rate.

Gavin Jones, Operations Director

Mr Jones entered into a service agreement with Rubicon Software Limited on 8 June 2006. The termsof the agreement include amongst others the following: (i) salary of »62,000 per annum, (ii)terminable on 6 months’ notice by either party, (iii) 25 days holiday per annum and (iv) up to 45 dayssick pay in any 12 month period at full rate.

Richard Blakesley, Non-executive Director

Mr Blakesley has entered into an appointment letter with the Company dated 8 June 2006 thatcontinues for a ¢xed period of one year and thereafter is terminable on 3 months notice by eitherparty. Mr Blakesley’s notice period shall increase to 6 months in the event of a Change of Control.Mr Blakesley shall receive annual remuneration of »12,000.

DavidWebber, Non-executive Director

Mr Webber has entered into an appointment letter with the Company dated 8 June 2006 thatcontinues for a ¢xed period of one year and thereafter terminable on 3 months notice by either party.Mr Webber’s notice period shall increase to 6 months in the event of a Change of Control.MrWebber shall receive annual remuneration of »12,000.

There are no service agreements or letters of appointment in existence between any of the Directorsand the Company which cannot be determined by the Company without payment of compensation(other than statutory compensation) within one year, save in respect of Mr Hancock if there is aChange of Control, and no bene¢ts become payable in any case upon termination of any of the serviceagreements or letters of appointment.

Save as set out in this paragraph 5, none of the Directors has an existing or proposed serviceagreement or letter of appointment with the Company, nor has there been a change in the lastsix months.

The estimated aggregate annual remuneration of the Directors under the arrangements in force at thedate of this document excluding bonus payments and pension contributions is »347,000. Theexecutive Directors are entitled to receive monthly pension contributions of up to 3 per cent. of salary.

5.11 There were no transactions carried out by Rubicon with related parties during the period covered bythe historical information set out in this document.

6. Substantial Shareholders6.1 As at the date of this document, in addition to the interests of the Directors set out in paragraph 5.1

above, the Company has been noti¢ed of, or is otherwise aware of the following person(s) who are,directly or indirectly, interested in 3 per cent. or more of the existing share capital of the Companyand as they will be following Admission:

Name

Ordinary Sharesat the date of this

document

% of the sharecapital at thedate of thisdocument

Ordinary Sharesupon Admission

% of sharecapital onAdmission

Alistair Hancock 11,438,572 38.13 11,438,572 30.34Richard Blakesley 10,440,041 34.80 11,950,041 31.70Mark Peters 3,574,553 11.92 3,574,553 9.48Wills & Co. ç ç 2,000,000 5.31Gavin Jones 1,429,821 4.77 1,429,821 3.79Charles Stanley & Co. Ltd ç ç 1,380,000 3.66

6.2 Each of the Ordinary Shares referred to in paragraphs 5.1 and 6.1 above ranks pari passu and none ofthe Shareholders has rights in relation to Ordinary Shares which di¡er from those held by any otherShareholder.

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6.3 Save as disclosed in paragraph 5.1 above, the Company is not aware of any persons who as at the dateof this document, directly or indirectly, jointly or severally, exercise or could exercise control over theCompany.

6.4 None of the Directors nor any persons named in paragraph 6.1 above has voting rights which aredi¡erent to any other holder of Ordinary Shares.

7. Share Option SchemeThe Company adopted the Rubicon Software Group EMI Scheme 2006 on 8 June 2006. An aggregateof 3,365,000 options have been granted to employees of the Company, in return for such employeesreleasing certain earlier EMI schemes options which were granted to them by Rubicon. This is theonly share incentive scheme of the Company currently in place.

Overall limits ^ the maximum number of shares over which options may be granted shall not exceed10 per cent of the Company’s issued share capital from time to time.

Eligibility ^ all directors and employees of the Company and subsidiaries are eligible to be grantedoptions under the Scheme.

Employment contract ^ the scheme rules do not form part of the employee’s contract of employment.The scheme provides that the employee will not be entitled to any rights or additional rights tocompensation or damages in consequence of the loss or termination of the option holder’s o⁄ce oremployment with the relevant employing company. Any entitlement on termination is at thediscretion of the directors of the Company and as referred to in the scheme rules.

Exercise of options ^ unless there is a takeover, the options are subject to performance criteria orotherwise agreed the option must be exercised by the optionholder, as to not more than one half of theoption shares at any time after the second anniversary of the date of grant and as to the remainder atany time after the third anniversary of the date of grant.

Takeover ^ if the Company comes under the control of the another person by virtue of a general o¡erto acquire the whole of the ordinary share capital of the Company which is made on a condition suchthat if it is satis¢ed, the person making the o¡er will have control of the Company then anoptionholder may exercise his options within the period ending 6 months (or such shorter period ofnot less than 21 days as the Directors may specify) after the date on which the person making the o¡erhas obtained control of the Company.

Leaving employment ^ if an optionholder leaves the Group then, to the extent the optionholder is agood leaver he may be entitled to exercise vested options but not unvested options within the period of3 months from the date of termination of his employment. If the optionholder dies whilst inemployment with the Company, the optionholder’s personal representatives may be entitled toexercise the options within six months from the date of death.

Lapse of options ^ the option will lapse on the occurrence of speci¢c events such as bankruptcy of theoptionholder, upon a transfer of his options to another person or after the tenth anniversary of thedate of grant.

Winding up etc ^ in certain circumstances where the Company may come to an end by reason ofliquidation, demerger and statutory reconstruction, the optionholder may be entitled to exercise hisoptions within such periods of time, as speci¢ed in the scheme rules.

Variation of share capital ^ the directors of the Company may adjust the number of option shares orthe exercise price in order to ensure that the value of options is not a¡ected and that options are notrendered invalid for the purposes of the tax bene¢ts a¡orded under the scheme rules by reason of anyvariation of the share capital of the Company.

Amendments to the Scheme Rules ^ the Company may at any time alter or add to any of the schemerules in any respect.

8. Material Contracts8.1 The following contracts, not being contracts entered into in the ordinary course of business, have been

or will have been on Admission, entered into by Rubicon or the Company within the period of twoyears immediately preceding the date of this document, and are, or may be material:

8.1.1 On 29 March 2006, Rubicon entered into an agreement with W.H. Ireland under whichW.H. Ireland agreed to act as Rubicon’s ¢nancial adviser and nominated adviser and broker

46

and to advise and assist Rubicon in respect of the admission of the Ordinary Shares and thePlacing Shares to AIM and on an ongoing basis for an initial period of twelve months andthereafter until terminated by six months’ notice of either party. The agreement contains anindemnity given by Rubicon to W.H. Ireland. As consideration, W.H. Ireland is to be paid thecorporate ¢nance fee referred to in the Placing Agreement, summarised in paragraph 8.1.2below. In addition, in respect of its nominated adviser and broker services, W.H. Ireland andthe Company entered into a nominated adviser agreement on 13 June 2006 pursuant to whichW.H. Ireland is to receive a fee of »25,000 per annum.

8.1.2 On 30 August 2006 the Company and the Directors entered into the Placing Agreement withW.H. Ireland in relation to the Placing and Admission. Under this agreement, W.H. Irelandhas been appointed to provide assistance to the Company in connection with the Placing andAdmission. W.H. Ireland’s obligations under the agreement are conditional, inter alia, onAdmission occurring by 8.00 am on 6 September 2006 or such later time and date as each ofW.H. Ireland and the Company may agree. The agreement provides for the Company to payall the fees and expenses connected with Admission including W.H. Ireland’s fees andexpenses. W.H. Ireland is to be paid a corporate ¢nance fee of »90,000 conditional onAdmission plus 5 per cent. commissions on the aggregate value of the Placing Shares issued atthe Placing Price. This commission reduces to 2 per cent. in respect of Placees that, as agreed inadvance, shall be approached by persons other than W.H. Ireland . The agreement contains,inter alia, indemnities and warranties from the Company and each of the Directors in favourof W.H. Ireland in relation to this document and the Group together with provisions whichenable W.H. Ireland to terminate the agreement in certain circumstances prior to Admission,principally if there is a material breach of the agreement which is material in the context of thePlacing or a material breach of any of the warranties given under it or if a force majeure eventarises.

8.1.3 On 30 August 2006 each of W.H. Ireland, the Company, the Directors (with the exception ofthose Placing Shares subscribed by them in the Placing) and all other Shareholders enteredinto an orderly market deed pursuant to which the Directors and all other Shareholdersundertook to the Company and to W.H. Ireland that they will not, save in speci¢edcircumstances, within a year from the date of Admission, dispose of the legal or bene¢cialownership of any interest in Ordinary Shares, and for a period of twelve months thereafter theDirectors agreed not to dispose of any interest in Ordinary Shares (save in speci¢edcircumstances) at less than the Placing Price or at a price more than 10 per cent. lower than aprice at which they had sold shares in the previous three months, without the agreement of theCompany’s brokers.

The speci¢ed circumstances where lock-in arrangements and orderly markets arrangements donot apply are as follows:

(a) in the event of an intervening court order;

(b) to the disposal of Ordinary Shares subject to the lock-in agreement (‘‘Locked-InShares’’) by the personal representatives of any of the Locked-In Shareholders whoshall die before the end of the 12 months following the date of Admission provided thatsuch persons shall consult ¢rst with W.H. Ireland so as to seek to ensure an orderlymarket for the issued share capital of the Company;

(c) to the execution of an undertaking to accept and the acceptance of a general, partial ortender o¡er (as de¢ned in the City Code on Takeovers and Mergers (the ‘‘Code’’))made to all shareholders of the Company (or to all such shareholders other than theo¡eror and/or any body corporate controlled by the o¡eror and/or any persons actingin concert with the o¡eror) to acquire the whole or part of the issued Ordinary Shares(other than any shares which are already owned by the person making such o¡er andany other person acting in concert (as de¢ned in the Code) with him);

(d) to any disposal pursuant to a general, partial or tender o¡er (as de¢ned in the Code)made to all shareholders of the Company to acquire the whole or part of the issuedshare capital of the Company (other than any shares already held by the o¡eror orpersons acting in concert (as de¢ned in the Code) with the o¡eror);

47

(e) to the disposal of Locked-In Shares pursuant to any compromise or arrangement undersection 425 of the Companies Act 1985 which is agreed by the requisite majority of themembers of the Company and sanctioned by the court;

(f) to the disposal of Locked-In Shares pursuant to any scheme of reconstruction undersection 110 of the Insolvency Act 1986 in relation to the Company;

(g) to the disposal of Locked-In Shares to the extent it is required in order to provide fundsto meet any liability of the relevant Locked-In Shareholder for breach of the PlacingAgreement provided that the Locked-In Shareholder shall consult ¢rst with W.H.Ireland so as to seek to ensure an orderly market for the issued share capital of theCompany; or

(h) in the case of a transfer by a Locked-In Shareholder to any persons connected (asde¢ned in section 346 of the Companies Act 1985) with that Locked-In Shareholderprovided that the relevant Locked-In Shareholder shall thereafter procure complianceby such connected persons with the restrictions contained in the orderly marketagreement in respect of the Locked-In Shares so transferred to them as though theywere party to it.

8.1.4 On 30 August 2006 the Company entered into a option agreement with W.H. Ireland pursuantto which, conditional upon the placing agreement becoming unconditional and not beingterminated, the Company granted an option to subscribe for up to 77,000 Ordinary Shares inthe Company. The said option is generally exercisable at any time for a period of up to 3 yearsfollowing the date of Admission at the Placing Price.

8.1.5 Under the Placing Agreement, W.H. Ireland has agreed to subscribe for 200,000 PlacingShares out of the fees due to them in respect of the Placing and Admission.

9. Intellectual PropertyWith the exception of certain software code components which are validly licensed to Rubicon, thesoftware code for Accelerator has been developed by the Directors and employees of Rubicon.Rubicon owns the copyright in the software code developed by its directors and employees by virtueof the employment relationship with them or under an express copyright assignment.

10. Working CapitalIn the opinion of the Directors, having made due and careful enquiry and following its receipt of theproceeds of the Placing, the working capital available to the Company will be su⁄cient for its presentrequirements, that is for the next 12 months from the date of Admission.

11. LitigationOther than referred to in the paragraph headed ‘‘Summary Financial Information’’ on page 13 ofPart I of this document, no member of the Group is and has been engaged in any legal or arbitrationproceedings and no member of the Group is aware that any legal or arbitration proceedings arepending or threatened by or against any member of the Group which may have, or have had since itsincorporation, a signi¢cant e¡ect on the ¢nancial position of any member of the Group.

12. Signi¢cant ChangeThere has been no signi¢cant change in the ¢nancial or trading position of the Company since31March 2006 the date to which the reporting accountants’ report contained in Part III is compiled.

13. TaxationThe following information, which sets out the taxation treatment for holders of Ordinary Shares, isbased on existing law in force in the UK and what is understood to be current H.M. Revenue &Customs practice. It is intended as a general guide only and applies to Shareholders who are residentin the UK (except to the extent that speci¢c reference is made to Shareholders resident outside theUK), who hold the Ordinary Shares as investments and who are the absolute bene¢cial owners ofthose Ordinary Shares.

Any Shareholders who are in any doubt as to their taxation position or who are subject to taxation inany jurisdiction other than the UK should consult their professional advisers immediately.Shareholders should note that the levels and bases of, and relief from, taxation may change and that

48

changes may a¡ect bene¢ts of investment in the Company. This summary is not exhaustive and doesnot generally consider tax relief or exemptions.

13.1 Taxation of Dividends

Under current UK tax legislation, no tax will be withheld from any dividend paid by the Company.

13.2 UKResident Individual Shareholders

An individual UK resident Shareholder is currently entitled to a tax credit in respect of the dividend(the ‘‘associated tax credit’’) that can be set o¡ against the total liability to UK income tax. Theamount of the associated tax credit is equal to one-ninth of the cash dividend received. The aggregateof the cash dividend and the associated tax credit (the ‘‘dividend income’’) will be included in theShareholder’s income for UK tax purposes and will be treated as the top slice of the Shareholder’sincome. Thus, an individual UK resident Shareholder receiving a cash dividend of »90 will be treatedas having received dividend income of »100, which has the associated tax credit of »10 attached to it.

An individual UK resident Shareholder who, after taking into account the dividend income, paysincome tax at the lower rate or basic rate will pay tax on the dividend income at the ‘‘ordinarydividend rate’’ of 10 per cent. against which he can set o¡ the tax credit. As a consequence, such aShareholder will have no further liability to account for income tax on the cash dividend received.

An individual UK resident Shareholder who, after taking into account the dividend income, paysincome tax at the higher rate will pay tax on the dividend income at the ‘‘higher dividend rate’’ of32.5 per cent. against which he can set o¡ the associated tax credit. Such a Shareholder will have aliability to account for additional tax on the dividend income, calculated by multiplying the grossdividend by the ‘‘higher dividend rate’’ and deducting the tax credit. This will be equivalent to 25 percent. of the cash dividend received.

An individual UK resident Shareholder who does not pay income tax or whose liability to income taxdoes not exceed the amount of the associated tax credit will not be entitled to claim repayment of theassociated tax credit attaching to the dividend.

13.3 Trustees of UKResident Trusts

For dividends paid to trustees of UK resident discretionary or accumulation trusts, the dividendincome will be subject to UK income tax at the ‘‘dividend trust rate’’ of 32.5 per cent. To the extentthat the associated tax credit exceeds the trustees’ liability to account for income tax, the trustees willhave no right to claim repayment of the associated tax credit. Trustees who are in any doubt as totheir position should consult their own professional advisers immediately.

13.4 UKResident Corporate Shareholders

A UK resident corporate Shareholder will generally not be liable to UK corporation tax on anydividend received.

13.5 UKResident Pension Funds and Charities

UK resident pension funds and charities are not subject to tax on dividends which they receive.Neither are they generally entitled to claim repayment of the associated tax credit.

13.6 Non-resident Shareholders

A Shareholder not resident in the UK for tax purposes is generally not taxed in the UK on dividendsreceived by them nor entitled to an associated tax credit in respect of a dividend received. However,such a non-resident Shareholder may be entitled to a payment from the UK taxing authority (H.M.Revenue & Customs) of a proportion of the associated tax credit in respect of dividends paid to himunder a double tax treaty between the UK and the country in which the Shareholder is resident for taxpurposes. Non-resident Shareholders may be subject to foreign tax on the dividend income receivedfrom the Company. Such non-resident Shareholders should consult their own professional taxadvisers on the incidence of tax in the country in which they are resident for tax purposes, as towhether they are entitled to the bene¢t of any associated tax credit and the procedure for claimingrepayment. An individual shareholder who is not resident in the UK but is a Commonwealth citizen,a national of a member state of the European Economic Area or falls within certain categories ofperson within section 278 of the Income and Corporation Taxes Act 1988 is entitled to set theassociated tax credit against their UK income tax liability.

49

13.7 Taxation of Chargeable Gains

A disposal of Ordinary Shares by an individual or corporate Shareholder may result in a liability toUK taxation on chargeable gains, depending upon the relevant circumstances of the transaction andthe particular Shareholder’s circumstances. Shareholders who are not resident or ordinarily residentin the UK for tax purposes should not generally have liability to UK taxation on chargeable gains.

On 5 April 1998, ‘‘taper relief’’ was introduced which applies to individual Shareholders and trustees(but not to corporate Shareholders). Taper relief reduces the proportion of any chargeable gainassessable to capital gains tax by reference to the period of ownership of the Ordinary Shares by aShareholder. The rate of taper depends upon whether the Shareholder holds the Ordinary Shares as‘‘business’’ or ‘‘non-business’’ assets, with the speed of taper relief being accelerated for OrdinaryShares held as ‘‘business’’ assets. Business assets include shares in qualifying unquoted companies orqualifying holding companies. For these purposes, Shareholders should note that companies admittedto trading on AIM are regarded as unquoted. However it is necessary that a company is regarded as aqualifying company in order for the shareholders to obtain business asset taper relief. The directorsanticipate that the holding company will be a qualifying company for business asset taper relief butcannot provide a guarantee on this point. Individual shareholders are advised to seek con¢rmationfrom HM Revenue & Customs as to whether the company would be a qualifying company at theappropriate time.

13.8 StampDuty and StampDuty Reserve Tax

Transfers of or sales of Ordinary Shares will be subject to ad valorem stamp duty (payable by thepurchaser and generally at the rate of 0.5 per cent. of the consideration given rounded up to the next»5.00). An unconditional agreement to transfer such shares, if not completed by a duly stamped stocktransfer form by the seventh day of the month following the month in which such agreement is madeor becomes unconditional, will be subject to SDRT (payable by the purchaser and generally at therate of 0.5 per cent. of the consideration given). However, if within six years of the date of theagreement, an instrument of transfer is executed pursuant to the agreement and stamp duty is paid onthe instrument, any liability to SDRT will be cancelled or repaid.

14. General14.1 Save as disclosed in Part I and in paragraph 9 of this Part IV, the Directors are not aware of any

patents or other intellectual property rights, licences or particular contracts which are of fundamentalimportance to the Company’s business.

14.2 The gross proceeds of the Placing are expected to be »0.77 million. The total costs and expensesrelating to the Placing payable by the Company are estimated to be »0.43 million (excluding VAT).

14.3 Except for payments to trade suppliers, the Company’s professional advisers or as set out inparagraph 5 of this Part IV, no person has received any fees, securities in the Company or otherbene¢t to a value of »10,000 or more, whether directly or indirectly, from the Company within the12 months preceding the application for Admission, or has entered into any contractual arrangementto receive from the Company, directly or indirectly, any such fees, securities or other bene¢t on orafter Admission.

14.4 The Directors are not aware of any exceptional factors except as set out in Part I which havein£uenced the Company’s activities.

14.5 Grant Thornton UK LLP, has given and has not withdrawn its written consent to the issue of thisdocument with the inclusion of their accountants’ report in Part III above and the references to suchreport and to their name in the form and context in which they appear.

14.6 W.H. Ireland which is authorised and regulated by the Financial Services Authority in the UK, hasgiven and not withdrawn its written consent to the issue of this document with the inclusion of itsname and references to its name in the form and context in which they appear.

14.7 The Placing Shares which will be in registered form, will be created under the Act and can be issued incerti¢cated and uncerti¢cated form.

14.8 The ISIN number for Ordinary Shares is GB00B17BLJ81.

14.9 Save as disclosed in this document, the Company has not made any investments since 31 March 2006to the date of this document, nor are there any investments by the Group in progress or future

50

investments on which the Group’s management have already made ¢rm commitments, which aresigni¢cant.

14.10 The new Ordinary Shares to be issued pursuant to the Placing will be issued at 10p per OrdinaryShare, representing a premium of 9p per Ordinary Share above the nominal value of an OrdinaryShare.

14.11 The Company’s accounting reference date is 30 June.

15. Availability of Documents for InspectionCopies of the following documents will be available for inspection at the o⁄ce of W.H. Ireland, 24 BennettsHill, Birmingham B2 5QP and Thomas Eggar, Belmont House, Station Way, Crawley, West SussexRH10 1JA during normal working hours on any weekday (Saturdays, Sundays and public holidays excluded)from the date of this document and for a period of one month from the date of Admission:

15.1 the memorandum and articles of association of the Company;

15.2 the reporting accountant’s report by Grant Thornton UK LLP, set out in Part III of this document;

15.3 the material contracts referred to in paragraph 8 above; and

15.4 the letters of consent referred to in paragraphs 14.5 and 14.6 above.

Dated: 30 August 2006

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