Directors Report 1

DIRECTORS' REPORT
The directors submit their annual report and the financial statements, for the year ended 31 December 2018.
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
On 20 December 2010, the entire leasing business carried on by the Company was acquired by Commerzbank AG London Branch as a going concern, following which the Company earned interest on its cash deposits and booked an asset for group relief in respect to the surrender of tax losses from 2010. Following the payment of an interim dividend on 14 March 2012 the Company became dormant. The directors do not expect the Company to enter into any new transactions in the foreseeable future. DIRECTORS
The directors of the Company who held office throughout the year and up to the date of signing the financial statements were as follows:
N G Aiken M C Beebee R A Birch P R Burrows A D Levy
The directors benefited from qualifying third party indemnity provisions in place during the year and up to the date of signing the financial statements.
Approved by the Board of Directors and signed on behalf of the Board

J C Wall SeC tary Commerzbank Leasing December (26) Limited Company Registered No. 3976907
7th May 2019

1.0 COMMERZBANK LEASING DECEMBER (26) LIMITED

Directors Report 2

DIRECTORS' REPORT
The directors submit their annual report and the financial statements, for the year ended 31 December 2016.
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
On 20 December 2010, the entire leasing business carried on by the Company was acquired by Commerzbank AG London Branch as a going concern, following which the Company earned interest on its cash deposits and booked an asset for group relief in respect to the surrender of tax losses from 2010. Following the payment of an interim dividend on 14 March 2012 the Company became dormant. The directors do not expect the Company to enter into any new transactions in the foreseeable future. DIRECTORS
The directors of the Company who held office throughout the year and up to the date of signing the financial statements were as follows:
N G Aiken M C Beebee A Birch P R Burrows A D Levy
The directors benefited from qualifying third party indemnity provisions in place during the year and up to the date of signing the financial statements.
Approved by the Board of Directors and signed on behalf of the Board

all Secr tary Commerzbank Leasing December (26) Limited Company Registered No. 3976907
6th March 2017

1.0 COMMERZBANK LEASING DECEMBER (26) LIMITED

Directors Report 3

DIRECTORS' REPORT
The directors submit their annual report and the financial statements, for the year ended 31 December 2015.
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
On 20 December 2010, the entire leasing business carried on by the Company was acquired by Commerzbank AG London Branch as a going concern, following which the Company earned interest on its cash deposits and booked an asset for group relief in respect to the surrender of tax losses from 2010. Following the payment of an interim dividend on 14 March 2012 the Company became dormant. The directors do not expect the Company to enter into any new transactions in the foreseeable future. DIRECTORS
The directors of the Company who held office throughout the year and up to the date of signing the financial statements were as follows:
N G Aiken M C Beebee R A Birch P R Burrows A D Levy
The directors benefited from qualifying third party indemnity provisions in place during the year.
Approved by the Board of Directors and signed on behalf of the Board

J all Secretary Commerzbank Leasing December (26) Limited Company Registered No. 3976907
14th March 2016

1.0 COMMERZBANK LEASING DECEMBER (26) LIMITED

Directors Report 4

DIRECTORS' REPORT
The directors present their report and the financial statements, for the year ended 31 December 2013
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
On 20 December 2010, the entire leasing business carried on by the Company was acquired by Commerzbank AG London branch as a going concern Since that time the Company earned interest on its cash deposits and booked an asset for group relief in respect to the surrender of tax losses from 2010 Following the payment of an interim dividend on 14 March 2012 the Company became dormant The directors do not expect the Company to enter into any new transactions in the foreseeable future DIRECTORS
The directors of the Company who held office throughout the year and up to the date of signing the financial statements were as follows
N G Aiken M C Beebee R A Birch P R Burrows A D Levy
The directors benefited from qualifying third party indemnity provisions in place during the year
Approved by the Board of Directors and signed on behalf of the Board

tt
J all Secretary Commerzbank Leasing December (26) Limited Company Registered No 3976907
5th March 2014

1.0 COMMERZBANK LEASING DECEMBER (26) LIMITED

Directors Report 5

DIRECTORS' REPORT
The directors present their report and the financial statements, for the period ended 31 December 2012
CHANGE IN ACCOUNTING REFERENCE DATE
The Company has changed its accounting reference date from 31 March 2013 to 31 December 2012
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
On 20 December 2010, the entire leasing business carried on by the Company was acquired by Commerzbank AG London branch as a going concern Since that time the Company earned interest on its cash deposits and booked an asset for group relief in respect to the surrender of tax losses from 2010 Following the payment of an interim dividend on 14 March 2012 the Company became dormant
The directors do not expect the Company to enter into any new transactions in the foreseeable future
RESULTS AND DIVIDENDS
The results of the Company for the period are set out in detail on page 2
The result for the financial period was ?nil (period ended 31 March 2012 profit of ?244,581) The directors do not recommend the payment of a dividend (period ended 31 March 2012 interim dividends paid of ?1,589,979)
DIRECTORS
The directors who held office throughout the period were as follows
N G Aiken M C Beebee R A Birch P R Burrows A D Levy
No director benefited from qualifying third party indemnity provisions in place during the period
Approved by the Board of Directors and signed on behalf of the Board

(A
J all Sec etary Commerzbank Leasing December (26) Limited Company Registered No 3976907
2013-03-25 00:00:00

1.0 COMMERZBANK LEASING DECEMBER (26) LIMITED

Directors Report 6

DIRECTORS' REPORT
The directors present their report, together with the audited financial statements, for the period ended 16 December 2010 This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006
CHANGE IN ACCOUNTING REFERENCE DATE
The Company has changed its accounting reference date from 31 December to 16 December
PRINCIPAL ACTIVITY AND REVIEW OF THE BUSINESS
The pnncipal activity of the Company is that of lessor and financier of assets for the corporate sector through finance lease transactions
On 26 November 2010 a finance lease was transferred to the Company from a fellow subsidiary, R B Leasing (September) Limited, for consideration of ?59,518,000
SUBSEQUENT EVENTS
On 17 December 2010 the entire equity share capital of the Company was sold by Royal Bank Leasing Limited to Commerzbank Leasing Holdings Limited and on that date the Company ceased to be a subsidiary of the Royal Bank of Scotland Group and became a member of the Commerzbank AG Group As part of this transaction, the Company refinanced
On 20 December 2010, the entire leasing business carried on by the Company was acquired by Commerzbank AG London branch as a going concern, for consideration of ?165,032,162, on terms contained in a Deed of Assignment and Assumption
On 23 December 2010, the Company changed its name from RBSSAF (28) Limited to Commerzbank Leasing December (26) Limited
The directors do not expect the Company to enter into any new transactions in the foreseeable future
RESULTS AND DIVIDENDS
The results of the Company for the period are set out in detail on page 4
The profit on ordinary activities after taxation amounted to ?1,121,000 (year ended 31 December 2009 ?485,000) An interim dividend of ?2,700,000 (year ended 31 December 2009 bul) was paid dunng the period The directors do not recommend the payment of a final dividend (year ended 31 December 2009 ?nil)
DIRECTORS
The directors who held office at the period end were as follows
S J Caterer J E Rogers PD J Sullivan R F Warren
Subsequent to the period end, on 17 December 2010, all the directors who held office at the end of the period resigned as directors of the Company and were replaced on the same date by N G Aiken, M C Beebee, R A Birch, PR Burrows and AD Levy
No director benefited from qualifying third party indemnity provisions in place during the penod COMMERZBANK LEASING DECEMBER (26) LIMITED (Formerly RBSSAF (28) Limited)
DIRECTORS' REPORT (continued)
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with the applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have prepared the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that penod In preparing these financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and accounting estimates that are reasonable and prudent, ?state whether they have been prepared in accordance with IFRSs as adopted by the EU, subject to any material departures disclosed and explained in the financial statements, and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregulanties
DISCLOSURE OF INFORMATION TO AUDITORS
The directors in office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware, and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information
AUDITORS
Deloitte LLP resigned as auditors of the Company on 17 December 2010 PricewaterhouseCoopers LLP have been appointed by the directors to fill the vacancy thus arising, in accordance with Section 485 of the Companies Act 2006
PncewaterhouseCoopers LLP will be re-appointed in accordance with Section 487 of the Companies Act 2006.0
Approved by the Board of Directors an. gn d oq f,ehalf of the Board

Se Co rzbank Leasing December (26) Limited Company Registered No 3976907
2011-03-31 00:00:00

2.0

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COMMERZBANK LEASING DECEMBER (26) LIMITED We have audited the financial statements of Commerzbank Leasing December (26) Limited for the penod ended 16 December 2010 which comprise the Statement of Comprehensive Income, the Statement of Changes in Equity, the Balance Sheet, the Statement of Cash Flows and the related notes The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in wnting Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from matenal misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the Company's affairs as at 16 December 2010 and of its profit and cash flows for the penod then ended, ?have been properly prepared in accordance with IFRSs as adopted by the EU, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, ?we have not received all the information and explanations we require for our audit, or ?the directors were not entitled to take advantage of the small companies' exemption in preparing the Directors' Report

Duncan McNab (Senior Statutory Auditor) For and on behalf of PncewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 31 March 2011 3.0 COMMERZBANK LEASING DECEMBER (26) LIMITED (Formerly RBSSAF (28) Limited)

Directors Report 7

DIRECTORS' REPORT
The directors present their report and the audited financial statements for the year ended 31 December 2009
ACTIVITIES AND BUSINESS REVIEW
The principal activity of the Company is the provision of fixed asset finance usually involving individually structured facilities
The Company is a subsidiary of The Royal Bank of Scotland Group plc which provides the Company with direction and access to all central resources it needs and determines policies in all key areas such as finance, risk, human resources or environment For this reason, the directors believe that performance indicators specific to the Company are not necessary or appropriate for an understanding of the development, performance or position of the business The annual reports of The Royal Bank of Scotland Group plc review these matters on a group basis Copies can be obtained from Group Secretariat, RBS Gogarburn, Edinburgh, EH12 11-1Q, the Registrar of Companies or through the Group's web site at rbs com
Review of the year
The directors are satisfied with the development of the Company's activities during the year The Company will be guided by its immediate parent company in seeking further opportunities for growth
The Company's financial performance is presented in the Income Statement on Page 5 At the end of the year, the

Directors Report 8

DIRECTORS' REPORT
The directors present their report and the audited financial statements for the year ended 31 December 2008.

ACTIVITIES AND BUSINESS REVIEW
The principal activity of the Company is the provision of fixed asset finance usually involving individually structured facilities.
The Company is a member of The Royal Bank of Scotland Group plc which provides the Company with direction and access to all central resources it needs and determines policies in all key areas such as finance, risk, human resources or environment. For this reason, the directors believe that performance indicators specific to the Company are not necessary or appropriate for an understanding of the development, performance or position of the business. The annual reports of The Royal Bank of Scotland Group plc review these matters on a group basis. Copies can be obtained from Group Secretariat, RBS Gogarburn, Edinburgh, EH12 1HQ, the Registrar of Companies or through the Group's web site at rbs.com.
Review of the year
The directors are satisfied with the development bf the Company's activities during the year. The Company will be guided by its immediate parent company in seeking further opportunities for growth.
The Company's financial performance is presented in the Income Statement on Page 6. At the end of the year, the balance sheet showed total assets of ?116,905,000 (2007: ?114,737,000) and total equity of ?1,141,000 (2007: ?7,939,0000). During the year a dividend of ?7,250,000 (?3,625,000 per ordinary share) was paid (period 18 July 2007 to 31 December 2007: ?63,179,000 equating to ?31,590,000 per share).
The Company is funded by facilities from The Royal Bank of Scotland plc. It seeks to minimise its exposure to external financial risks other than credit risk, further information is disclosed in Note 2. It also has exposure to asset risk on the residual value of property, plant and equipment.
The directors, having made such enquiries as they considered appropriate, have prepared the financial statements on a going concern basis. They considered the financial statements of The Royal Bank of Scotland Group plc for the year ended 31 December 2008, approved on 25 February 2009, which were prepared on a going concern basis

DIRECTORS AND SECRETARY
The present directors and secretary, who have served throughout the year except where noted below, are listed on page 1.

2.0 RBSSAF (28) LIMITED

DIRECTORS AND SECRETARY - continued
From 1 January 2008 to date the following changes have taken place:
Appointed Resigned Directors A Devine A Farnell P Tubb R Warren 31 July 2008 P Sullivan 31 July 2008 I Shephard 19 August 2008 J Rogers 16 March 2009
2008-07-31 00:00:00 2008-07-31 00:00:00 2008-08-15 00:00:00

2009-02-10 00:00:00
DIRECTORS' RESPONSIBILITIES
The directors are required by the Companies Acts 1985 and 2006 to prepare a directors' report and financial statements for each financial year and have elected to prepare them in accordance with International Financial Reporting Standards as adopted by the European Union. They are responsible for preparing financial statements that present fairly the financial position, financial performance, and cash flows of the Company. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, and to enable them to ensure that the directors' report and financial statements comply with the requirements of the Companies Acts 1985 and 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DISCLOSURE OF INFORMATION TO AUDITORS
Each of the directors at the date of approval of this report confirms that:
a)so far as he/she is aware there is no relevant audit information of which the Company's auditors are unaware; and b)the director has taken all the steps that he/she ought to have taken to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
This confirmation is given and shall be interpreted in accordance with the provisions of section 234Th of the Companies Act 1985.

3.0

RBSSAF (28) LIMITED

?AUDITORS
.. On 1 December 2008, Deloitte & Touche LLP changed their name to Deloitte LLP.
Deloitte LLP have expressed their willingness to continue in office as auditors.
Approved by the Board of Directors and signed on behalf of the Board

R Warren Director Date: 30 June 2009

4.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RBSSAF (28) LIMITED
We have audited the financial statements of RBSSAF (28) Limited ("the company) for the year ended 31 December 2008 which comprise the income statement, the statement of recognised income and expense, the balance sheet, the cash flow statement and the related Notes 1 to 20. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the statement of directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view, and are properly prepared in accordance with the Companies Act 1985. We report to you whether in our opinion the information given in the directors' report is consistent with the financial statements. In addition we also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the circumstances of the company, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
the financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the company's affairs as at 31 December 2008 and of its profit for the year then ended; the financial statements have been properly prepared in accordance with the Companies Act 1985; and the information given in the directors' report is consistent with the financial statements.
Ack-e. Deloitte LLP Chartered Accountants and Registered Auditors Bristol, United Kingdom 30 done 2C09

5.0 ' RBSSAF (28) LIMITED

Directors Report 9

DIRECTORS' REPORT
The directors present their report and the audited financial statements for the period 18 July 2007 to 31 December 2007

CHANGE OF NAME
On 19 July 2007 the name of the Company changed from SG Leasing (Finance) Limited to RBSSAF (28) Limited

REGISTERED OFFICE
On 6 September 2007 the registered office of the Company changed from SG House, 41 Tower Hill, London, EC3N 45G to The Quadrangle, The Promenade, Cheltenham, Gloucestershire, GL50 1PX

ACTIVITIES AND BUSINESS REVIEW
This directors' report has been prepared in accordance with the special provisions relating to small companies under section 246(4)(a) of the Companies Act 1985
The principal activity of the Company, which is a wholly owned subsidiary of Royal Bank Leasing Limited, is the provision of fixed asset finance usually involving individually structured facilities
The retained profit for the financial year was ?1,175,000 (period to 17 July 2007 ?9,000 loss) A dividend of ?63,179,000 was paid during the period on 18 July (period to 17 July 2007 ?nil) A further dividend of ?7,000,000 was paid on 15 April 2008
The directors do not anticipate any material change in either the type or level of activities of the Company
The Company seeks to minimise its exposure to external financial risks other than credit risk, further information is disclosed in Note 2

SHARE CAPITAL
On 18 July 2007 Royal Bank Leasing Limited acquired 100% of the share capital of RBSSAF (28) Limited Royal Bank Leasing Limited is a wholly owned subsidiary of The Royal Bank of Scotland Group plc

CHANGE OF ACCOUNTING REFERENCE DATE
Following the change of ownership the company has reverted to a 31 December year end

2.0

RBSSAF (28) LIMITED

DIRECTORS AND SECRETARY
The present directors and secretary, who have served throughout the period except where noted below, are listed on page 1
From 18 July 2007 to date the following changes have taken place
Appointed Resigned Directors A C Hastings SJ Caterer NM Dent A S Devine A C Farnell PA Tubb PSullivan R Warren I Shephard
Secretary C M Balinska-Jundzill C J Whittaker

2007-07-18 00:00:00
2007-07-18 00:00:00 2007-07-18 00:00:00 2007-07-18 00:00:00 2008-07-31 00:00:00 2008-07-31 00:00:00 2008-08-19 00:00:00

2007-07-18 00:00:00
2007-07-18 00:00:00
2007-07-18 00:00:00 2008-07-31 00:00:00 2008-07-31 00:00:00 2008-08-15 00:00:00

2007-07-18 00:00:00
DIRECTORS' RESPONSIBILITIES
The directors are required by the Companies Act 1985 and 2006 to prepare a directors' report and financial statements for each financial year and have elected to prepare them in accordance with International Financial Reporting Standards as adopted by the European Union They are responsible for preparing financial statements that present fairly the financial position, financial performance, and cash flows of the Company In preparing these financial statements, the directors are required to
select suitable accounting policies and then apply them consistently, -make judgements and estimates that are reasonable and prudent, state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements, and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, and to enable them to ensure that the directors' report and financial statements comply with the requirements of the Companies Act 1985 and 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

3.0

RBSSAF (28) LIMITED

DISCLOSURE OF INFORMATION TO AUDITORS
Each of the directors at the date of approval of this report confirm that
(1)so far as he/she is aware, there is no relevant audit information of which the Company's Auditors are unaware, and (2)the director has taken all the steps that he/she ought to have taken to make himself/herself aware of any relevant audit information and to establish that the Company's Auditors are aware of that information
This confirmation is given and shall be interpreted in accordance with the provisions of section 234ZA of the Companies Act 1985

AUDITORS
Deloitte & Touche LLP have expressed their willingness to continue in office as auditors
Approved by the Board of Directors and signed on behalf of the Board

S J Caterer Director
Date 22 August 2008

4.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RBSSAF (28) LIMITED

We have audited the financial statements of RBSSAF (28) Limited ("the company") for the period 18 July to 31 December 2007 which comprise the income statement, the balance sheet, the cash flow statement and the related notes 1 to 21 These financial statements have been prepared under the accounting policies set out therein
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the statement of directors' responsibilities Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland)
We report to you our opinion as to whether the financial statements give a true and fair view, and are properly prepared in accordance with the Companies Act 1985 We report to you whether in our opinion the information given in the directors' report is consistent with the financial statements In addition we also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the circumstances of the company, consistently applied and adequately disclosed
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the financial statements
Opinion
In our opinion
the financial statements give a true and fair view, in accordance with those IFRSs as adopted by the European Union, of the state of the company's affairs as at 31 December 2007 and of its profit for the period then ended, and
the financial statements have been properly prepared in accordance with the Companies Act 1985, and
- the information given in the directors' report is consistent with the financial statements
tial.4_ 2.:-.1._ Is?
Deloitte & Touche LLP Chartered Accountants and Registered Auditors Bristol, United Kingdom
Zs Autuat 2008

5.0 RBSSAF (28) LIMITED

Directors Report 10

REPORT OF THE DIRECTORS
The directors have pleasure in submitting their report together with the financial statements for the year ended 30 April 2006.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the company is the provision of leasing finance for plant, machinery and other equipment. The company entered into no new leasing agreements during the year (2005: ?Ni1).
The directors' report has been prepared in accordance with the special provisions relating to small companies under section 246(4) of the Companies Act 1985.
RESULTS AND DIVIDEND
The company made a profit on ordinary activities after taxation for the year of ?12,767 (2005: ?709,409).
The directors declared and paid a final dividend of ?NIL for the year (2005: ?1,775,000).
The results of the company do not reflect any interest rate fixing to cover the exposure to interest rate movements in respect of the fixed rate leases of the company which is entered into by the immediate parent company, SG Leasing (March) Limited, and accounted for in the books of that company.
FINANCIAL RISK MANAGEMENT
The company is exposed to financial risk through its financial assets and liabilities. The key financial risk is that the proceeds from financial assets are not sufficient to fund the obligations arising from liabilities as they fall due. The most important components of financial risk are interest rate risk, currency risk, credit risk, liquidity risk, cash flow risk and price risk. Due to the nature of the company's business and the assets and liabilities contained within the company's balance sheet the only financial risks the directors consider relevant to this company are credit, liquidity and cash flow risk. The risks relating to liquidity and cash flow are mitigated by the routine monitoring of key management information. Credit risk is monitored by the credit department with Societe Generale London Branch. They regularly monitor the credit worthiness of clients and will advise the relevant officer in charge of the exposure if there is any deterioration in the credit status.
DIRECTORS AND THEIR INTERESTS
The directors who served during the year were:
D. Coxon N. M. Dent C. Hastings P. J. Meagher M. R. Mesnil M. A. Nimmo

(resigned 1 December 2006) (resigned 1 December 2006) (resigned 29 September 2005)
None of the above directors held any interests in the shares or loan capital of the company or any other group company during the year.
DISCLOSURE OF INFORMATION PROVIDED TO AUDITORS
In the case of each of the persons who are directors at the time when the report is approved, the following applies:
?so far as the director is aware, there is no relevant audit information (information needed by the company's auditors in connection with preparing their report) of which the company's auditors are unaware, and
?each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Page 1

SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2006
REPORT OF THE DIRECTORS (Continued)

LIABILITY INSURANCE FOR COMPANY OFFICERS
The company has taken out liability insurance as permitted by Part IX A Section 309A of the Companies Act 1985 to cover directors and officers.

SG House By order of the Board 41 Tower Hill London EC3N 4SG

K. Balinska-Jundzill 21 February 2007 Secretary

Page 2 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2006

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the financial statements. The directors have chosen to prepare the accounts for the company in accordance with United Kingdom Generally Accepted Accounting Practice (UK GAAP).
Company law requires the directors to prepare such financial statements for each financial year which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the state of affairs of the company and of the profit or loss for that period and comply with UK GAAP and the Companies Act 1985. In preparing those financial statements, the directors are required to:
(a)select suitable accounting policies and then apply them consistently; (b)make judgements and estimates that are reasonable and prudent; (c)state whether applicable UK accounting standards have been followed; and (d)prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2006

Independent auditors' report to the shareholders of SG Leasing (Finance) Limited
We have audited the financial statements of SG Leasing (Finance) Limited for the year ended 30 April 2006 which comprise the profit and loss account, balance sheet and the related notes numbered 1 to 14. These financial statements have been prepared under the accounting polices set out herein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors responsibilities the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the information given in the Directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion: ?the fmancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 30 April 2006 and of its profit for the year then ended; ?the financial statements have been properly prepared in accordance with the Companies Act 1985; and ?the information given in the directors' report is consistent with the financial statements.

Deloitte & Touche LLP Chartered Accountants & Registered Auditors London 2007-02-22 00:00:00
Page 4
SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2006

Directors Report 11

REPORT OF THE DIRECTORS

'The directors have pleasure in submitting their report together with the financial statements for the year ended 30 April 2005.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the company is the provision of leasing and hire purchase finance for plant, machinery and other equipment. The company entered into no new leasing agreements during the year (2004: ?Nil).
The directors consider the results for the year to be satisfactory and expect the current level of business to be sustained for the foreseeable future.

RESULTS AND DIVIDEND
The company made a profit on ordinary activities after taxation for the year of ?709,409 (2004: ?477,445).
The directors declared and paid a final dividend of ?1,775,000 for the year (2004: ?Ni1).
The results of the company do not reflect any interest rate fixing to cover the exposure to interest rate movements in respect of the fixed rate leases of the company which is entered into by the immediate parent company, SG Leasing (March) Limited, and accounted for in the books of that company.
DIRECTORS AND THEIR INTERESTS
The directors who served during the year were:
D. Coxon N. M. Dent C. Hastings P. J. Meagher M. R. Mesnil M. A. Nimmo P. R. Taylor
(appointed 20 September 2004) (appointed 20 September 2004) (resigned 29 September 2005) (resigned 20 September 2004) The directors do not have any interest required to be disclosed under Schedule 7, Section 2 of the Companies Act 1985.
LIABILITY INSURANCE FOR COMPANY OFFICERS
Insurance cover has been maintained for the directors against liability arising from negligence, default, breach of duty and breach of trust in relation to the company.

SG House 41 Tower Hill London EC3N 4SG

By order of the Board

K. Balinska-Jundzill 30 November 2005 Secretary

Page 1

SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2005

DIRECTORS RESPONSIBILITIES

'Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates which are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on a going concern basis, unless it is inappropriate to presume the company will continue in business.
The directors have responsibility for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2005

Independent auditors' report to the shareholders of SG Leasing (Finance) Limited
We have audited the financial statements of SG Leasing (Finance) Limited for the year ended 30 April 2005 which comprises the Profit and loss account, Balance sheet and the related notes numbered 1 to 14. These financial statements have been prepared under the accounting polices set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards are set out in the Statement of Directors' responsibilities. Our responsibility is to audit the financial statements in accordance with the relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the circumstances of the company, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the company at 30 April 2005 and of the company's profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

MacIntyre Hudsthfl.4LP Chartered AccounNnts & Re0atered?Anditors Greenwood House 4-7 Salisbury Court London EC4Y 8BT
S December 2005

Page 3 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2005

Directors Report 12

REPORT OF THE DIRECTORS

The directors have pleasure in submitting their report together with the financial statements for the year ended 30 April 2004.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the company is the provision of leasing and hire purchase finance for plant, machinery and other equipment. The company entered into no new leasing agreements during the year (2003: ?Nil).
The results of the company do not reflect any interest rate fixing to cover the exposure to interest rate movements in respect of the fixed rate leases of the company which is entered into by the immediate parent company, SG Leasing (March) Limited, and accounted for in the books of that company.
RESULTS AND DIVIDEND
The company made a profit on ordinary activities after taxation of ?477,445 for the year (2003: ?699,859). The directors do not recommend payment of a final dividend for the year (2003: ?Ni1).
DIRECTORS AND THEIR INTERESTS
The directors who served during the year were:
D. Coxon P. J. Meagher M. R. Mesnil M.A. Nimmo P. R. Taylor (resigned 20 September 2004)
The following directors were appointed after the year-end:
N.Dent (appointed 20 September 2004) C. Hastings (appointed 20 September 2004)
The directors do not have any interest required to be disclosed under Schedule 7, Section 2 of the Companies Act 1985.
LIABILITY INSURANCE FOR COMPANY OFFICERS
Insurance cover has been maintained for the directors against liability arising from negligence, default, breach of duty and breach of trust in relation to the company.

SG House 41 Tower Hill London EC3N 4SG

By order of the Board

K. Balinska-Jundzill 30 September 2004 Secretary

Page 1

SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2004

DIRECTORS' RESPONSIBILITIES

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates which are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?prepare the financial statements on a going concern basis, unless it is inappropriate to presume the company will continue in business.
The directors have responsibility for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2004

Independent auditors' report to the shareholders of SG Leasing (Finance) Limited
We have audited the financial statements of SG Leasing (Finance) Limited for the year ended 30 April 2004 which comprises the Profit and loss account, Balance sheet and the related notes numbered 1 to 13. These financial statements have been prepared under the accounting polices set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards are set out in the Statement of Directors' responsibilities. Our responsibility is to audit the financial statements in accordance with the relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the circumstances of the company, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the company at 30 April 2004 and of the company's profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985. 'La 1 o? MacIntyre Hud Chartered Accoun Ore ouse 4-7 Salisbury Court London EC4Y 8BT
V-1/4 October 2004
egistered Auditors

Page 3 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2004

Directors Report 13

REPORT OF THE DIRECTORS

The directors have pleasure in submitting their report together with the financial statements for the year ended 30 April 2003.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the company is the provision of leasing and hire purchase finance for plant, machinery and other equipment. The company entered into no new leasing agreements during the year (2002: ?Ni1).
The results of the company do not reflect any interest rate fixing to cover the exposure to interest rate movements in respect of the fixed rate leases of the company which is entered into by the immediate parent company, SG Leasing (March) Limited, and accounted for in the books of that company.
RESULTS AND DIVIDEND
The company made a profit on ordinary activities after taxation of ?699,859 for the year (2002: ?570,352). The directors do not recommend payment of a final dividend for the year (2002: ?1s1i1).
DIRECTORS AND THEIR INTERESTS
The directors who served during the year were:
D. Coxon P. J. Meagher M. R. Mesnil M. A. Nimmo P. R. Taylor
The directors do not have any interest required to be disclosed under Schedule 7, Section 2 of the Companies Act 1985.
LIABILITY INSURANCE FOR COMPANY OFFICERS
The company has maintained insurance cover for the directors against liability arising from negligence, default, breach of duty and breach of trust in relation to the company.

SG House 41 Tower Hill London EC3N 4SG

By order of the Board

K. Balinska-Jundzill 30 September 2003 Secretary

Page 1 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2003

DIRECTORS'RESPONSIBILITIES

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates which are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on a going concern basis, unless it is inappropriate to presume the company will continue in business.
The directors have responsibility for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2003

Independent auditors' report to the shareholders of SG Leasing (Finance) Limited
We have audited the financial statements of SG Leasing (Finance) Limited for the year ended 30 April 2003 which comprises the Profit and loss account, Balance sheet and the related notes numbered 1 to 13. These financial statements have been prepared under the accounting polices set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards are set out in the Statement of Directors' responsibilities. Our responsibility is to audit the financial statements in accordance with the relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the circumstances of the company, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the company at 30 April 2003 and of the company's profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
ALA s cr. Madntyre Hudson Chartered Accountan&Registere&Atnfltors Greenwood House 4-7 Salisbury Court London EC4Y 8BT
2003-10-01 00:00:00

Page 3 SG LEASING (FINANCE) LIMITED YEAR ENDED 30 APRIL 2003

Directors Report 14

REPORT OF THE DIRECTORS

The directors have pleasure in submitting their report together with the financial statements for the year ended 30 April 2002.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the company is the provision of leasing and hire purchase finance for plant, machinery and other equipment. The company entered into no new leasing agreements during the year (2001: ?885,227).
The results of the company do not reflect any interest rate fixing to cover the exposure to interest rate movements in respect of the fixed rate leases of the company which is entered into by the immediate parent company, SG Leasing (March) Limited, and accounted for in the books of that company.
RESULTS AND DIVIDEND
The company made a profit on ordinary activities after taxation of ?570,352 for the year (period ended 2001: ?39,142). The directors do not recommend payment of a final dividend for the year (2001: ?Ni1).
DIRECTORS AND THEIR INTERESTS
The directors who served during the year were:
D. Coxon P. J. Meagher M. R. Mesnil M. A. Nimmo P. R. Taylor
The directors do not have any interest required to be disclosed under Schedule 7, Section 2 of the Companies Act 1985.
LIABILITY INSURANCE FOR COMPANY OFFICERS
The company has maintained insurance cover for the directors against liability arising from negligence, default, breach of duty and breach of trust in relation to the company.

SG House 41 Tower Hill London EC3N 4SG
By order of the Board

2002-09-23 00:00:00 K. Balinska-Jundzill Secretary Page 1 ? ?SG LEASING (FINANCE) LIMITED

DIRECTORS RESPONSIBILITIES

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates which are reasonable and prudent;
?state whether applicable accounting standards have been followed, subject to any material departures

?prepare the financial statements on a going concern basis, unless it is inappropriate to presume the company

The directors have responsibility for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2 SG LEASING (FINANCE) LIMITED

Independent auditors' report to the shareholders of SG Leasing (Finance) Limited
We have audited the fmancial statements of SG Leasing (Finance) Limited for the year ended 30 April 2002 which comprises the Profit and loss account, Balance sheet and the related notes numbered 1 to 13. These financial statements have been prepared under the accounting polices set out therein.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards are set out in the Statement of Directors' responsibilities. Our responsibility is to audit the financial statements in accordance with the relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the circumstances of the company, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the company at 30 April 2002 and of the company's profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985. sw, MacIntyre Hu Chartered?Accountants & Registered Auditors Greenwood House 4-7 Salisbury Court London EC4Y 8BT
2002-09-23 00:00:00

Page 3

. SG LEASING (FINANCE) LIMITED

Directors Report 15

REPORT OF THE DIRECTORS
The directors have pleasure in submitting their report together with the financial statements for the period ended 30 April 2001.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The company was incorporated in the United Kingdom on 19 April 2000 and began to trade on 21 June 2000. The principal activity of the company is the provision of leasing and hire purchase finance for plant, machinery and other equipment. The company purchased a number of new leasing agreements from Cheriton Resources 3 Limited during the period. The company is entitled to future income from these lease agreements amounting to ?885,227 while the balance of ?12,386,920 remains with Cheriton Resources 3 Limited.
The results of the company do not reflect any interest rate fixing to cover the exposure to interest rate movements in respect of the fixed rate leases of the company which is entered into by the immediate parent company, SG Leasing (March) Limited, and accounted for in the books of that company.
The company was purchased from Eurotunnel Plc on 29 June 2000. It changed its name from Precis (1884) Limited to Cheriton Resources 4 Limited on 20 June 2000 and then to SG Leasing (Finance) Limited on 31 July 2000.
RESULTS AND DIVIDEND
The company made a profit on ordinary activities after taxation of ?39,142 for the period. The results for the period are set out on page 5. During the period no dividends were declared or paid.
DIRECTORS AND THEIR INTERESTS
The directors who served during the period were:
D. Coxon (appointed 20 October 2000) C. Lienard (appointed 20 June 2000, resigned 28 June 2000) P. J. Meagher (appointed 28 June 2000, resigned 20 October 2000, re-appointed 15 March 2001) M. R. Mesnil (appointed 15 March 2001) M. A. Nimmo (appointed 20 October 2000) J. Noulton (appointed 20 June 2000, resigned 28 June 2000) Peregrine Secretarial Services (appointed 19 April 2000, resigned 20 June 2000) P. R. Taylor (appointed 15 March 2001)
The directors do not have any interest required to be disclosed under Schedule 7, Section 2 of the Companies Act 1985.
LIABILITY INSURANCE FOR COMPANY OFFICERS
The company has maintained insurance cover for the directors against liability arising from negligence, default, breach of duty and breach of trust in relation to the company.

Page 1

SG House By order of the Board, 41 Tower Hill London EC3N 45G

K Balinska-Jundzill 18 February 2002 Secretary SG LEASING (FINANCE) LIMITED

DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that period.
In preparing these fmancial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates which are reasonable and prudent;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
?prepare the financial statements on a going concern basis, unless it is inappropriate to presume the company will continue in business.
The directors have responsibility for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 2

ANDERSEN

Independent auditors' report to the shareholders of SG Leasing (Finance) Limited
We have audited the financial statements of SG Leasing (Finance) Limited for the year ended 30 April 2001 which comprise the Profit and loss account, Balance sheet, and the related notes numbered 1 to 13. These financial statements have been prepared under the accounting policies set out therein.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards are set out in the Statement of directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the circumstances of the company, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Page 3

ANDERSEN

Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the company at 30 April 2001 and of the company's profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
ANIAtti
Arthur Andersen Chartered Accountants and Registered Auditors
180 Strand London WC2R 1BL
2002-02-18 00:00:00

Page 4
SG LEASING (FINANCE) LIMITED