Directors’ and other interests

6.1 As at the date of this document and on Admission, the interests of the Directors and their immediate

families (all of which are beneficial) in the share capital of the Company and, so far as is known to the Directors or could with reasonable diligence be ascertained by them, persons connected with them (within the meaning of sections 252 to 255 of the 2006 Act) which, if the connected person were a Director would otherwise be disclosed pursuant to this paragraph are or are expected to be as follows:

Before Admission Following Admission

Percentage Percentage

Number of of issued Number of of Enlarged

Ordinary Ordinary Ordinary Ordinary

Director Shares Share capital Shares Share capital

Kenneth Randall 27,004,000 67.7 21,804,000 39.0

Alan Quilter 7,665,500 19.2 4,865,500 8.7

Paul McNamara – – 28,000 0.1

Michael Smith – – – –

Jo Welman – – – –

6.2 At the date of this document and on Admission, save for the interests of Directors disclosed in

paragraph 6.1 above, the Company is aware of the following persons who are or will hold, directly or indirectly, voting rights representing 3 per cent. or more of the issued share capital of the Company to which voting rights are attached (assuming that all Ordinary Shares are taken up pursuant to the Placing):

Before Admission Following Admission Percentage Percentage

Number of of issued Number of of Enlarged

Ordinary Ordinary Ordinary Ordinary

Shares Share capital Shares Share capital

CQS (UK) LLP – – 5,584,500 9.99 Och-Ziff Management Europe Limited – – 5,584,500 9.99 Numis Corporation plc – – 4,000,000 7.2 Lehman Brothers International (Europe) – – 3,468,600 6.2 Mark Randall 3,663,000 9.2 2,863,000 5.1 Rensburg Fund Management Ltd – – 2,560,000 4.6

6.3 On Admission, Ken Randall, Mark Randall and Alan Quilter will be deemed to be acting in concert

for the purposes of the Code. Between them, they will hold approximately 52.8 per cent. of the

Annex I Para 21.1.6 Annex I Para 18.1 Annex I Para 17.2

6.5 The persons including the Directors, referred to in paragraphs 6.1 and 6.2 above, do not have voting rights in respect of the share capital of the Company (issued or to be issued) which differ from any other shareholder of the Company.

6.6 The Company and the Directors are not aware of any arrangements, the operation of which may at a

subsequent date result in a change of control of the Company.

6.7 No Director has any interest in any transactions which are or were unusual in their nature or

conditions or which are or were significant to the business of the Group and which were effected by any member of the Group in the current or immediately preceding financial year or which were effected during an earlier financial year and which remain in any respect outstanding or unperformed.

6.8 The Directors currently hold, and have during the five years preceding the date of this document held,

the following directorships or partnerships:

Name Current directorships/partnerships Previous directorships/partnerships

Arran Insurance Company Limited Cavell America Inc.

Cavell BCS Inc.

Cavell Management Services Limited Cavell USA Inc

Chevanstell Limited

Chevanstell Management Limited EC3 Solutions Limited

Ken Randall Associates Limited La Metropole S.A.

LDMS Limited

Ludgate Insurance Company Limited Markitas Limited

Markitas Management Company Limited

Markitas Re Limited Oast Holdings Limited Peter Blem Adjusters Limited Peter Blem Associates Limited R&Q Broking Services Limited R&Q Reinsurance Company (Belgium)

R&Q Reinsurance Company (UK) Limited

Randall & Quilter Consultants Limited

Randall & Quilter Investment Holdings Limited

Randall & Quilter Overseas Holdings Limited

Reinsurance Finance Management Limited

Renaissance Capital Partners Limited Special Limited Partnership of Dukes Place Holdings, L.P.

Transport Insurance Company

Cavell Managing Agency Limited Moonstock Computers Limited RBQ Properties Limited RCP (Bermuda) Limited Alan Quilter AIM Sch 2(g)(ii) Optional Annex I Para 18.4 Annex I Para 18.2

Name Current directorships/partnerships Previous directorships/partnerships

Brit Insurance Holdings PLC Cavell Managing Agency Limited CFC Underwriting Limited Horseshoe Wharf Management Limited

Michael Smith Associates Limited

ACE Underwriting Agencies Limited Cavell Management Services Limited Heath Lambert Financial Resolutions Limited

Spitalfields Festival Limited Michael Smith

Newtree Syndicate SCI La Mandragore

Ernst & Young LLP

Professional Asset Indemnity Limited (Bermuda)

Paul McNamara

Arran Insurance Company Limited Cavell America Inc.

Cavell BCS Inc.

Cavell Managing Agency Limited Cavell USA Inc.

Chevanstell Limited EC3 Solutions Limited

Ken Randall Associates Limited Health Development Partnership La Metropole S.A.

LDMS Limited

Ludgate Insurance Company Limited Malling Investments Limited

Oast Holdings Limited R&Q Reinsurance Company R&Q Reinsurance Company (Belgium)

R&Q Reinsurance Company (UK) Limited

Randall & Quilter Consultants Limited

Randall & Quilter Investment Holdings Limited

Randall & Quilter Overseas Holdings Limited

Randall & Quilter 43 Sociéte par Actions Simplifiee

Randall & Quilter 58 Sociéte par Actions Simplifiee

Reinsurance Finance Management Limited

Renaissance Capital Partners Limited Special Limited Partnership of Dukes Place Holdings, L.P.

Transport Insurance Company

Cavell Holdings Limited

Cavell Insurance Company Limited Chevanstell Management Limited Cirrus Reinsurance Company Limited Dukes Place Holdings Limited Dukes Place Investment Holdings (Bermuda) Limited

Moonstock Computers Limited Newmarket Underwriting Limited RBQ Properties Limited

Seaton Insurance Company Stonewall Insurance Company Unione Italiana (UK)

RCP (Bermuda) Limited Reinsurance Company Limited Ken Randall

Name Current directorships/partnerships Previous directorships/partnerships

6.9 None of the Directors has any unspent convictions in relation to indictable offences.

6.10 None of the Directors have been the subject of any public criticism by any statutory or regulatory

authority (including a recognised professional body).

AIM Sch 2(g)(viii)

EPIC Investment Partners Limited Epic Asset Management Limited Epic Investment Partners (2006) Limited

Strand Partners Limited

Strand Partners Securities Limited

Aesop Capital Limited Allen Bridge Epic Investment Advisers Limited Epic Private Equity Limited

Bayswater Growth PLC Benfield & RB Limited Brit Insurance Holdings Plc Brit Investment Company Limited Brit Investment Holdings Limited Brit UW Limited

Cathedral Capital Holdings Limited Cathedral Capital Management Limited

Close FTSE 100 Trust Plc EEA Fund Management Limited EPIC Specialist Investments Limited London Town Plc

Finsbury Income and Growth Investment Trust Plc

Finsbury Income and Growth Trading Limited

Finsbury Underwriting Limited Fuit Five Limited

Fuit Four Limited Fuit One Limited Fuit Three Limited Fuit Two Limited HCG Alpha Limited HCG Bravo Limited HCG Charlie Limited HCG Delta Limited HCG Echo Limited HCG Foxtrot Limited HCG Golf Limited HCG Holdings Limited HCG Hotel Limited Masthead A Limited Masthead B Limited Masthead C Limited Masthead D Limited Masthead E Limited Masthead Insurance Underwriting Limited Rosebutton Limited Wren Limited Jo Welman

6.11 Save as provided in paragraphs 6.17 and 6.18 below, none of the Directors has been a director of a company at the time of, or within the 12 months preceding the date of, that company being the subject of a receivership, compulsory liquidation, creditors’ voluntary liquidation, administration, company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors.

6.12 None of the Directors has been a partner of a partnership at the time of, or within 12 months preceding

the date of, that partnership being placed into compulsory liquidation or administration or being entered into a partnership voluntary arrangement nor in that time have the assets of any such partnership been the subject of a receivership.

6.13 No asset of any Director has at any time been the subject of a receivership.

6.14 None of the Directors is or has been bankrupt nor been the subject of any form of individual voluntary

arrangement.

6.15 None of the Directors is or has ever been disqualified by a court from acting as a director of a company

or from acting in the management or conduct of the affairs of any company.

6.16 Save as disclosed, there are no outstanding loans or guarantees provided by any member of the Group

for the benefit of any of the Directors nor are there any loans or any guarantees provided by any of the Directors for any member of the Group.

6.17 Ken Randall and Alan Quilter are directors of Ludgate, which entered into a creditors’ voluntary

scheme of arrangement (pursuant to section 425 of the Act) on 5 April 2004.

6.18 Ken Randall and Alan Quilter are directors of La Metropole, which entered into a creditors’ voluntary

scheme of arrangement (pursuant to section 425 of the Act) on 29 July 2003.

6.19 Paul McNamara is subject to ongoing enquiry and disciplinary proceedings brought by the

Investigation Committee of the Joint Disciplinary Scheme of the UK accounting bodies in respect of his role as Ernst & Young’s Client Service Partner to Equitable Life Assurance Society prior to 2001. The proceedings principally relate to complex technical reserving and disclosure issues for life companies. The proceedings also involve the adequacy of the scope of audit procedures.