Conversion to LLP

Technical Changes to the Provision of Services

Since 1 May 2007, Linklaters has carried on the greater part of its business as a limited liability partnership in Belgium, The People’s Republic of China (excluding Hong Kong), France, Germany, Luxembourg, the Netherlands, Portugal, the UK, the United Arab Emirates and the United States of America (the “LLP Jurisdictions”). In addition, mainly as a result of local legal and regulatory requirements, there are a number of entities or partnerships worldwide other than the worldwide Linklaters partnership (the “Linklaters Partnership”) and Linklaters LLP that carry the name Linklaters (together the “Linklaters Firms”), for example in Hong Kong and Japan. These entities or partnerships are not currently part of Linklaters LLP, but it is the intention that they will be incorporated into Linklaters LLP when it is appropriate to do so (and, when that happens, they will become part of the LLP Jurisdictions). Some of these entities or partnerships, like Linklaters LLP, have limited liability.

This note describes certain changes to the relationship between Linklaters Firms and clients.

• On 1 May 2007, in the LLP Jurisdictions, the Linklaters Partnership transferred substantially all of its business to an English limited liability partnership, whose members have limited liability. Linklaters LLP replaced the Linklaters Partnership as the provider of advice and services to clients in the LLP Jurisdictions. In the LLP Jurisdictions, the Linklaters Partnership remains responsible for advice and services provided to clients before 1 May 2007, however, responsibility for advice and services provided on or after 1 May 2007 (and whether in connection with existing matters or new matters) has become that of Linklaters LLP as well as that of the Linklaters Partnership in connection with existing matters.

• In most of the countries in which Linklaters Firms carry on business otherwise than through Linklaters LLP from 1 May 2007 (the “Non-LLP Jurisdictions”), the relationship of clients with the Linklaters Firms remains the same as it is at present, and clients will generally continue to be advised by the Linklaters’ entity or partnership currently advising them. The Linklaters Firms all, however, continue to be covered by our worldwide programme of professional indemnity insurance.

• From 1 May 2007, if a client instructs any of the Linklaters Firms (the “Instructed Firm”), the Instructed Firm may provide advice and services, or, if it considers it appropriate, obtain any part of that advice and services from other Linklaters Firms. In retaining any of the Linklaters Firms to provide a client with legal advice, it is a term of such retainer that the client will authorise the Instructed Firm, where appropriate, to obtain any part of that advice and services from one or more of the Linklaters Firms and to share information with such entities or partnerships from among the Linklaters Firms.

• Where the Instructed Firm obtains part of the advice and services required from another Linklaters Firm, it will obtain the advice on behalf of the client and on the basis that the client is retaining that other Linklaters Firm (not the Instructed Firm itself) to provide the relevant advice and services. The solicitor or lawyer/client relationship in respect of such advice and services will be between the client and the other Linklaters Firm and not between the client and the Instructed Firm, although the client authorises the Instructed Firm to issue a single invoice which includes the fees of the other Linklaters Firm aggregated with its own.

The standard Terms of Business for Linklaters LLP sets out in more detail the relationship between a client and Linklaters LLP and the other Linklaters Firms. These Terms of Business apply to all work which Linklaters Firms are instructed to carry out on and after 1 May 2007 on any matters on which new instructions are accepted on or after that date, unless and to the extent a Linklaters Firm provides a client with a separate set of local terms of business applicable to its services from a particular jurisdiction or as from time to time agreed otherwise. Existing arrangements, for example, in relation to fees or billing procedures, will continue to operate.

As a consequence of transfer of the Linklaters Partnership’s business, to Linklaters LLP, clients’ consent is technically required to allow the transfer of files and information concerning client matters to Linklaters LLP. Linklaters LLP accepts and assumes any rights and obligations of the Linklaters Partnership performed from 1 May 2007 under all continuing agreements between clients and the Linklaters Partnership and accordingly files and confidential information have been transferred to Linklaters LLP. Any client which continues to deal with any Linklaters Firm on or after 1 May 2007, will be deemed to have agreed to the actions set out in this paragraph and to the Linklaters Firms continuing to provide services on the basis of the standard Terms of Business except to the extent otherwise agreed (whether before or after 1 May 2007). From 1 May 2007, Linklaters has assigned its rights to any fees from its engagements to Linklaters LLP and all future invoices will be in the name of Linklaters LLP. Where a Linklaters Firm in a Non-LLP Jurisdiction would normally issue the bill to clients, it will continue to do so.