NUMIS CORP 
By THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your Ordinary Shares in Numis Corporation Plc ("the Company"), please forward this document together with the accompanying form of election at once to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold part of your holding, please consult the stockbroker, bank or other agent through whom the sale was effected. However, such documents should not be forwarded or transmitted in or into or from any other jurisdiction including but not limited to the United States of America, Canada, Japan, Australia or the Republic of Ireland or their respective territories or possessions.
NUMIS CORPORATION Plc (Incorporated and registered in England and Wales under the Companies Act 1985 and registered number 02375296) SCRIP DIVIDEND SCHEMEDirectors: Registered Office Sir David Arculus (Non-executive Chairman) 10 Paternoster Square Oliver Hemsley (Chief Executive) London Lorna Tilbian (Executive Director) EC4M 7LT Simon Denyer (Executive Director & Company Secretary)
Tom Bartlam (Non-executive Director) Gerald Corbett (Non-executive Director) Geoffrey Vero (Non-executive Director)
7 January 2013
To the holders of Ordinary Shares and, for information only, to participants in the Company's executive share option schemes:
Dear Shareholder
Scrip Dividend Scheme for holders of Ordinary Shares
Under the articles of association, the directors may, with the authority of the Company in general meeting, offer to holders of Ordinary Shares the opportunity to elect to receive dividends in the form of New Shares instead of cash. The Directors obtained such authority at the annual general meeting of the Company held on
29 January 2008, which authority is valid for any final dividend (or part thereof) declared in respect of each financial year from and including the year ended 30 September 2007 up to and including the financial year ending 30 September 2011 and any interim dividend (or part thereof) declared in respect of each financial year up to and including the financial year ending 30 September 2012. Accordingly, you are hereby offered the opportunity to elect to receive the final dividend for the year ended 30 September 2012 of 4.00p per share in the form of New Shares.
The Directors of the Company will seek to renew the authority to continue with the Scrip Dividend Scheme by way of formal resolution which is to be proposed at the Company's forthcoming annual general meeting, scheduled to be held on Tuesday 5 February 2013. Your Directors believe that the offer of the Scheme is advantageous to shareholders as it enables you to increase your shareholding in the Company in a simple manner without paying dealing costs or stamp duty. However, your decision will depend on your own circumstances and paragraph 12 of the attached terms and conditions sets out some of the factors which you may wish to consider. The Scheme is also advantageous to the Company (and therefore to its shareholders in general) since cash that would otherwise be paid out in dividends is retained within the business.
Shareholders who are considering making an election should bear in mind that the price of Ordinary Shares
fluctuates, as is the case with all listed securities.
Scrip Dividend Mandate
You may implement a Scrip Dividend Mandate to receive New Shares instead of cash in respect of your holding of Ordinary Shares on each future occasion on which the Scheme is operated on-line at www.investorcentre.co.uk or by completing the Scrip Dividend Mandate enclosed and returning it to the Registrars. Your attention is drawn to the attached terms and conditions of the Scheme.
If you hold your shares in uncertificated form in CREST and will continue to do so at the record date for the relevant dividend, you can elect to participate in the Scheme by means of the CREST procedures to effect such an election. If you are a CREST Personal Member, or other CREST Sponsored Member, you should consult your CREST sponsor, who will be able to take the appropriate action on your behalf. For instructions on how to use the Dividend Election Input Message, please consult your CREST Manual.
If your shares are held in a CREST stock account and you have implemented a Scrip Dividend Mandate, your CREST stock account will be credited with the number of New Shares which you elect to receive instead of cash. Shareholders who hold shares in certificated form and who have implemented a Scrip Dividend Mandate will receive a share certificate in respect of any New Shares allotted and issued under the Scheme.
Withdrawal
If you wish to withdraw from the Scheme you should refer to paragraph 5 of the terms and conditions.
Shareholders outside the United Kingdom
Legal requirements in jurisdictions outside the United Kingdom can impose onerous and costly obligations on the Company. Consequently, the right to participate in the Scheme is not available to any person in the United States of America, Canada, Japan, Australia or the Republic of Ireland or their respective territories or possessions. The right to participate is also not available to any person in any other jurisdiction outside the United Kingdom where such an offer requires compliance by the Company with any governmental or regulatory procedures or any similar formalities. Your attention is drawn to paragraph 7 of the attached terms and conditions.
The terms and conditions of the Scheme including an outline of the taxation consequences are set out in the Appendix to this letter which you should read carefully. A scrip dividend election form also accompanies this letter. If, after reading this letter and the Scrip Dividend Mandate, you are in any doubt about what course of action to take in relation to your shareholding you should consult an independent financial adviser.
Yours faithfully
Sir David Arculus
Chairman
1. Definitions of Terms used
"the Company" Numis Corporation Plc;
"Directors" the board of directors of the Company;
"Dividend" a dividend declared in respect of Ordinary Shares in the Company;
"Ex-Dividend Date" the date on which the Ordinary Shares are first quoted ex the relevant Dividend; "London Stock Exchange" London Stock Exchange PLC;
"New Share Price" the price for each New Share, calculated in accordance with paragraph 6;
"New Shares" Ordinary Shares, credited as fully paid and allotted subject to these terms and conditions;
"Ordinary Shares" Ordinary Shares of 5p each in the capital of the Company;
"Participant" a shareholder who validly elects or has elected to receive New Shares by completing and returning a Scrip Dividend Mandate in the prescribed manner;
"Record Date" the record date for entitlement to participation in a Dividend, as notified to shareholders from time to time;
"Registrars" the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ;
"Return Date" the date by which (i) a completed Scrip Dividend Mandate must be returned to the Registrars in order to participate in the Scheme; or (ii) a written notice of withdrawal must be returned to the Registrars in order to withdraw from the Scheme, in either case in respect of the Dividend next following;
"Scheme" the Numis Corporation Plc Scrip Dividend Scheme comprising these terms and conditions (as amended or modified from time to time);
"Scrip Dividend Mandate" a mandate in the form provided by the Company or the Registrars, validly completed by a shareholder, comprising an application to participate in the Scheme as operated by the Company from time to time until varied or revoked;
"terms and conditions" the terms and conditions of the Scrip Dividend Scheme set out in this Appendix as amended or modified from time to time.
2. The Scheme
For Dividends in respect of which the Scheme operates, each shareholder who has completed and not revoked a Scrip Dividend Mandate will receive New Shares in lieu of a cash dividend in respect of his or her holding of Ordinary Shares recorded in the register of members of the Company on the relevant Record Date.
The operation of the Scheme is subject to the approval of the Directors and of the shareholders. If the Scheme is to be operated, shareholders will be notified by means of a statement in the Company's annual report and accounts, or in the Company's statement of interim results, or by means of a separate letter to shareholders which will include details of the basis of entitlement to New Shares.
The operation of the Scheme is conditional on the middle market quotation for an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange) on the Return Date exceeding a price which is
15 per cent below the price calculated for a New Share as set out in paragraph 6. The operation of the Scheme in relation to any Dividend is also conditional on the New Shares to be issued under the Scheme in relation to that Dividend being admitted to the Alternative Investment Market of the London Stock Exchange and admitted to trading on or before the date (as notified by the Company) on which dealings in those New Shares are expected to commence.
If the operation of the Scheme is not approved as required, or if the conditions are not satisfied, the relevant
Dividend will be paid in cash.
3. Extent of the operation of the Scheme
Each shareholder may elect to receive New Shares under the Scheme in respect of the whole of his or her shareholding.
If a shareholder wishes to receive a Dividend in the form of New Shares in respect of part of their shareholding, and to receive cash in respect of the remaining part of their shareholding, he or she should give notice in writing to the Registrars, which notice must be received prior to the relevant Return Date, specifying the number of shares held by him or her in respect of which he or she wishes to receive New Shares. Any residual entitlement in relation to any New Shares issued will be paid out together with the cash dividend in respect of the shares for which no election has been made.
Any such partial election shall have effect only in respect of the Dividend to which it relates. Subsequent dividends will be paid in accordance with the terms and conditions of the Scheme, unless notice of withdrawal is given in accordance with paragraph 5.
4. Accumulation of residual entitlements
No participant can receive a fraction of a New Share. Where a Participant has made an election to participate in the Scheme, which would otherwise give rise to an entitlement to a fraction of a New Share, any residual entitlement which is less than the price of one New Share (as calculated in accordance with paragraph 6) will not be paid. Instead, that sum will be credited to the account of the Participant, carried forward (without interest) and added to the next Dividend payable to that Participant in the form of New Shares under the Scheme.
The Company will pay cash to a shareholder (without interest) in respect of any fractional entitlement carried forward:
