Notice of Annual General Meeting 2008
Authority to allot shares for cash
17. Subject to the passing of Resolution 14 set out in the Notice convening the AGM of which this Resolution forms part, to give the Directors the power to allot equity securities (as defined in Section 94 of the Companies Act 1985
(‘CA 1985’)), entirely paid for in cash:
(i) of an unlimited amount in connection with a rights issue (as defined in the Articles of Association); and
(ii) otherwise than pursuant to paragraph (i), of an aggregate nominal amount up to £46,689,487, free of the restrictions in Section 89(1) of CA 1985 and, in connection with such power:
(a) this power shall expire at the conclusion of the Company’s AGM in 2009 or, if earlier, on 30 June 2009 and is in substitution for all previous such powers, which shall cease to have effect from the date of this Resolution, without affecting the validity of any allotment of securities already made or to be made under them;
(b) during the period mentioned in (a) above the Directors can make offers and enter into agreements which would, or might, require equity securities to be allotted after the expiry of such period and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired;
(c) in working out the maximum amount of equity securities for the purposes of section (ii) above, the nominal value of rights to subscribe for shares or to convert any securities into shares will be taken as the nominal value of the shares which would be allotted if the subscription or conversion takes place; and
(d) for the purposes of this Resolution:
(i) references (except in paragraph (d) (ii) below) to an allotment of equity securities shall include a sale of treasury shares; and
(ii) the power granted in this Resolution, insofar as it relates to the allotment of equity securities rather than the sale of treasury shares, is pursuant to the authority conferred by Resolution 14 set out in this Notice.
Explanatory note: This is an annual Resolution that renews the Directors’ authority to allot equity securities for cash, without the need first to offer such shares to existing shareholders. This authority also covers the sale of treasury shares (see Resolution 18) for cash. The proposed limit on the nominal value of ordinary shares that may be allotted for cash or sold, otherwise than in connection with a rights issue, is £46,689,487 which represents 5% of the issued ordinary share capital as at 31 January 2008 (being the latest practicable date prior to the publication of this Notice). The Directors do not intend to issue more than 7.5% of the issued ordinary share capital on a non pre-emptive basis in any three year period. This Resolution is in line with the guidelines issued by the Investment Committees of the Association of British Insurers and the National Association of Pension Funds.