Intu (SGS) Finance plc

Section 172(1) of the companies Act 2016

As a special purpose vehicle the governance structure of the Company is such that the key policies have been predetermined at the time of issuance. The Directors have had regards to the matters set out in section 172(1) of the Companies Act 2006 as follows:

• with reference to subsection (a) concerning the likely consequences of any decision in the long term: the Transaction Documents have been formulated to achieve the Company’s purpose and business objectives, safeguard the assets and promote the success of the Company with a long term view and as disclosed in Note 6 in accordance with relevant securitisation legislation the Company is only permitted to retain minimal profit.
• the matters set out in subsections (b)–(f) have limited or no relevance to the Company and therefore they are not strategically important. 

In accordance with s. 426B Companies Act 2006 a copy of this statement is available at
https://www.intertrustgroup.com/our-services/capital-markets-services/public-transactions