Common use of BASES AND SOURCES Clause in Contracts

BASES AND SOURCES. In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used. 1. As at close of business on 30 March 2022 (being the last Business Day before the date of this Announcement) there were 303,728,512 Brewin Dolphin Shares in issue (“Issued Share Capital”). The legal entity identifier for the Brewin Dolphin Shares is 213800PS7FS5UYOWAC49. 2. As at 29 March 2022 (being the latest practicable date before the date of this Announcement), there were 15,846,119 Brewin Dolphin Shares subject to awards under the LTPP, EAP and DPSP. Based on the proposals for the LTPP, EAP and DPSP set out in this Announcement, Brewin Dolphin expects that no more than 9,128,018 Brewin Dolphin Shares would be required to satisfy these awards in full. Included within the Issued Share Capital, there are currently 12,241,733 Brewin Dolphin Shares held by the Brewin Dolphin Employee Share Ownership Trust which are expected to be used to satisfy these awards. 3. In addition, included within the Issued Share Capital there are 3,086,960 Brewin Dolphin Shares held in the Brewin Dolphin Holdings Share Incentive Plan Trust of which 3,085,681 Brewin Dolphin Shares are held on behalf of participants in the Brewin Dolphin SIP. 4. Any references to the issued and to be issued ordinary share capital of Brewin Dolphin are each based on those numbers of Brewin Dolphin Shares set out in paragraphs 1 and 2 above. 5. Certain figures included in this Announcement have been subject to rounding adjustments. 6. Unless otherwise stated, the financial information of Brewin Dolphin is extracted (without material adjustment) from Brewin Dolphin’s annual report and financial statements for the 12 months ended 30 September 2021, which were released on 23 November 2021, from Brewin Dolphin’s unaudited results for the period ended 31 December 2021, which were released on 26 January 2022 and unaudited management accounts for the two-month period ended 28 February 2022. 7. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest tenth of a ▇▇▇▇▇. 8. The price as a percentage of Brewin Dolphin’s assets under management as at 28 February 2022 referred to in Section 2 of 2.8% is calculated based on: (A) a fully diluted equity value of £1.6 billion based on the issued and to be issued share capital of Brewin Dolphin as set out above; and (B) Brewin Dolphin’s £55.0 billion AuM as at 28 February 2022. 9. Adjusted profit before tax (“Adjusted PBT”) is a non-GAAP measure. Adjusted PBT is the statutory profit before tax adjusted for the following items: amortization of intangibles including client relationships and brand; defined benefit pension scheme past service costs; acquisition costs; incentivisation awards; onerous contracts and other gains and losses. 10. CET1 ratio is calculated using OSFI’s Capital Adequacy Requirements (“CAR”) guideline. 11. Adjusted EPS is a non-GAAP measure. Adjusted EPS excludes impact of intangibles amortization, dilutive impact of exchangeable shares and certain deal, transaction, integration costs. The following Brewin Dolphin Directors who hold Brewin Dolphin Shares have given irrevocable undertakings to vote (or, in respect of Brewin Dolphin Shares where their interest is solely beneficial, to procure the exercise of all such voting rights) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in respect of their following holdings of Brewin Dolphin Shares: ▇▇▇▇▇ Beer 160,035 0.0527% ▇▇▇▇▇▇▇ ▇▇▇▇▇ 135,827 0.0447% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 128,159 0.0422% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 16,096 0.0053% ▇▇▇ ▇▇▇▇▇ 6,358 0.0021% ▇▇▇▇ ▇▇▇▇▇▇▇ 65,900 0.0217% ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 22,000 0.0072% ▇▇▇▇▇▇ ▇▇▇▇ 4,427 0.0015% ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 27,731 0.0091% ▇▇▇▇▇▇▇ ▇▇▇▇▇ 32,670 0.0108% 8,543 Brewin Dolphin Shares held or beneficially owned by ▇▇▇▇▇ ▇▇▇▇, and 11,587 Brewin Dolphin Shares held or beneficially owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇, being Brewin Dolphin Shares held or beneficially owned under the Brewin Dolphin SIP, are not subject to such undertaking as there may be adverse tax consequences of doing so. Notwithstanding this, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ intend to vote such Brewin Dolphin Shares in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. With the exception of the confidentiality undertaking, the undertakings from the Brewin Dolphin Directors will cease to be binding only: (A) if Bidco shall not have announced a firm intention to proceed with the Acquisition at or before 8.00 a.m. on 31 March 2022 or on such other time and date as Brewin Dolphin and Bidco may agree; or (B) if, following the release of this Announcement, the Panel consents to Bidco not proceeding with the Acquisition; or (C) if the Scheme does not become effective by the Long Stop Date (other than in circumstances where the Offeror has, prior to such date, elected to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Code, and such Offer has not lapsed or been withdrawn).

BASES AND SOURCES. In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used. 1. As at close of business on 30 March 2022 (being the last Business Day before the date of this Announcement) there were 303,728,512 Brewin Dolphin Shares in issue (“Issued Share Capital”). The legal entity identifier for the Brewin Dolphin Shares is 213800PS7FS5UYOWAC49. 2. As at 29 March 2022 (being the latest practicable date before the date of this Announcement), there were 15,846,119 Brewin Dolphin Shares subject to awards under the LTPP, EAP and DPSP. Based on the proposals for the LTPP, EAP and DPSP set out in this Announcement, Brewin Dolphin expects that no more than 9,128,018 Brewin Dolphin Shares would be required to satisfy these awards in full. Included within the Issued Share Capital, there are currently 12,241,733 Brewin Dolphin Shares held by the Brewin Dolphin Employee Share Ownership Trust which are expected to be used to satisfy these awards. 3. In addition, included within the Issued Share Capital there are 3,086,960 Brewin Dolphin Shares held in the Brewin Dolphin Holdings Share Incentive Plan Trust of which 3,085,681 Brewin Dolphin Shares are held on behalf of participants in the Brewin Dolphin SIP. 4. Any references to the issued and to be issued ordinary share capital of Brewin Dolphin are each based on those numbers of Brewin Dolphin Shares set out in paragraphs 1 and 2 above. 5. Certain figures included in this Announcement have been subject to rounding adjustments. 6. Unless otherwise stated, the financial information of Brewin Dolphin is extracted (without material adjustment) from Brewin Dolphin’s annual report and financial statements for the 12 months ended 30 September 2021, which were released on 23 November 2021, from Brewin Dolphin’s unaudited results for the period ended 31 December 2021, which were released on 26 January 2022 and unaudited management accounts for the two-month period ended 28 February 2022. 7. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest tenth of a ▇▇▇▇▇. 8. The price as a percentage of Brewin Dolphin’s assets under management as at 28 February 2022 referred to in Section 2 of 2.8% is calculated based on: (A) a fully diluted equity value of £1.6 billion based on the issued and to be issued share capital of Brewin Dolphin as set out above; and (B) Brewin Dolphin’s £55.0 billion AuM as at 28 February 2022. 9. Adjusted profit before tax (“Adjusted PBT”) is a non-GAAP measure. Adjusted PBT is the statutory profit before tax adjusted for the following items: amortization of intangibles including client relationships and brand; defined benefit pension scheme past service costs; acquisition costs; incentivisation awards; onerous contracts and other gains and losses. 10. CET1 ratio is calculated using OSFI’s Capital Adequacy Requirements (“CAR”) guideline. 11. Adjusted EPS is a non-GAAP measure. Adjusted EPS excludes impact of intangibles amortization, dilutive impact of exchangeable shares and certain deal, transaction, integration costs. The following Brewin Dolphin Directors who hold Brewin Dolphin Shares have given irrevocable undertakings to vote (or, in respect of Brewin Dolphin Shares where their interest is solely beneficial, to procure the exercise of all such voting rights) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in respect of their following holdings of Brewin Dolphin Shares: ▇▇▇▇▇ Beer 160,035 0.0527% ▇▇▇▇▇▇▇ ▇▇▇▇▇ 135,827 0.0447% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 128,159 0.0422% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 16,096 0.0053% ▇▇▇ ▇▇▇▇▇ 6,358 0.0021% ▇▇▇▇ ▇▇▇▇▇▇▇ 65,900 0.0217% ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 22,000 0.0072% ▇▇▇▇▇▇ ▇▇▇▇ 4,427 0.0015% ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 27,731 0.0091% ▇▇▇▇▇▇▇ ▇▇▇▇▇ 32,670 0.0108% 8,543 Brewin Dolphin Shares held or beneficially owned by ▇▇▇▇▇ ▇▇▇▇Beer, and 11,587 Brewin Dolphin Shares held or beneficially owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇, being Brewin Dolphin Shares held or beneficially owned under the Brewin Dolphin SIP, are not subject to such undertaking as there may be adverse tax consequences of doing so. Notwithstanding this, ▇▇▇▇▇ ▇▇▇▇ Beer and ▇▇▇▇▇▇▇ ▇▇▇▇▇ intend to vote such Brewin Dolphin Shares in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. With the exception of the confidentiality undertaking, the undertakings from the Brewin Dolphin Directors will cease to be binding only: (A) if Bidco shall not have announced a firm intention to proceed with the Acquisition at or before 8.00 a.m. on 31 March 2022 or on such other time and date as Brewin Dolphin and Bidco may agree; or (B) if, following the release of this Announcement, the Panel consents to Bidco not proceeding with the Acquisition; or (C) if the Scheme does not become effective by the Long Stop Date (other than in circumstances where the Offeror has, prior to such date, elected to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Code, and such Offer has not lapsed or been withdrawn).