Ann: Pioneer signs Scheme Implementation Agreement with Carlyle, page-55

Is it Carlyle shares, or the newly created HoldCo? HoldCo is a new thing, it's not just a name for Carlyle, is it?

"The Scheme also provides shareholders with the alternative opportunity to elect to roll-over intothe new HoldCo ownership structure and retain exposure to the ongoing operations of Pioneer,limited at up to approximately 12.4% of Pioneer's fully diluted share capital and subject to a prorata scale-back (the Scrip Alternative)"

"The Scrip Alternative provides shareholders (other than ineligible foreign shareholders) with theopportunity to elect to roll-over and receive all of their consideration for their Pioneer shares in theform of equity in HoldCo, being part of the new ownership structure of Pioneer (the Stub Equity).The Stub Equity is limited to up to approximately 12.4% of the shares in HoldCo and will be subjectto a pro-rata scale-back if shareholders holding more than approximately 12.4% of Pioneer shareselect to receive the Scrip Alternative in accordance with the Scheme.The Scheme separately provides that Pioneer’s Managing Director, Keith John, will receiveconsideration in the form of 5,007,300 HoldCo shares (for 80% of his fully diluted shareholding inPioneer) as Stub Equity (this is not subject to the scale-back arrangements referred to above) andthe Total Cash Consideration for the balance of his shareholding. The Stub Equity which Keith Johnwill receive is in addition to the approximately 12.4% of the shares in HoldCo available to othershareholders."