09:45     GET NICE<00064> - Announcement & Resumption of Trading (4)          

    Conversion Shares                                                         
    The Conversion Shares will be issued free from any                        
    encumbrances or third party rights of any kind and will                   
    rank pari passu, in all respects with the existing                        
    issued Shares together with all rights to dividends                       
    and other distributions declared, made or paid on or                      
    after the date of the exercise of the Conversion Right.                   
                                                                              
    Redemption                                                                
    The Company may redeem the Convertible Bonds, at any                      
    time during the period commencing from the date                           
    falling on the six months immediately following the                       
    Issue Date and expiring on the Maturity Date, by giving                   
    the Bondholders seven business days' prior notice at                      
    the redemption amount which is 110% of the principal                      
    amount of the outstanding Convertible Bonds together                      
    with interest accrued thereon up to the date of                           
    redemption.                                                               
                                                                              
    Each of the Bondholders may, at any time during the                       
    period commencing from the date falling on the six                        
    months immediately following the Issue Date and                           
    expiring on the Maturity Date, request the Company to                     
    redeem the outstanding Convertible Bonds held by it,                      
    and the Company may (if considered appropriate) choose                    
    to redeem the outstanding Convertible Bonds at the                        
    principal amount together with interest accrued                           
    thereon up to the date of redemption.                                     
                                                                              
    Final redemption and repayment                                            
    Unless the conversion rights attaching to the                             
    Convertible Bonds have been exercised during the                          
    Conversion Period in accordance with its terms, the                       
    Company is obliged to make any redemption, in cash,                       
    of the outstanding principal amount of the Convertible                    
    Bonds and the accrued and unpaid interest on the                          
    Maturity Date.                                                            
                                                                              
    Voting                                                                    
    Each Bondholder shall not be entitled to receive                          
    notice of, attend or vote at any general meeting of                       
    the Company by reason only of its being a Bondholder.                     
                                                                              
    Transferability                                                           
    The Convertible Bonds may not be assigned or                              
    transferred in whole or in part to any third party                        
    without the prior written consent of the Company (such                    
    consent not to be unreasonably withheld or delayed).                      
                                                                              
    The Company and its Directors undertake to the Stock                      
    Exchange that they will disclose to the Stock Exchange                    
    any dealings by the substantial Shareholders and the                      
    Directors or their respective associates in the                           
    Convertible Bonds from time to time immediately upon                      
    the Company becoming aware of it.                                         
                                                                              
    COMPLETION                                                                
    Completion of the Subscription Agreements is                              
    conditional on the following conditions being                             
    satisfied:                                                                
                                                                              
    (1)   the passing of ordinary resolutions by the                          
    Shareholders at the EGM approving, among other matters,                   
    the creation and issue of the Convertible Bonds and                       
    authorising the Board to allot and issue the Shares                       
    to be issued upon the exercise of Conversion Rights                       
    attaching to the Convertible Bonds;                                       
                                                                              
    (2)   the Listing Committee of the Stock Exchange                         
    having granted listing of and permission to deal in                       
    the Shares to be issued upon the exercise of Conversion                   
    Rights attaching to the Convertible Bonds;                                
                                                                              
    (3)   none of the warranties having been breached in                      
    any material respect (or, if capable of being remedied,                   
    has not been remedied), or is misleading or untrue in                     
    any material respect; and                                                 
                                                                              
    (4)   the Board approving and authorizing the                             
    execution and completion of the Subscription                              
    Agreements and the instrument creating the                                
    Convertible Bonds, the creation and issue of the                          
    Convertible Bonds and the allotment and issue of                          
    Shares upon the exercise of the Conversion Rights                         
    attaching to the Convertible Bonds.