GENERAL ACCIDENT PLC

Prospectus • Apr 29, 2020

(Incorporated with limited liability in Scotland under the Companies Act 1985 with registered number 119505)

Placing of

110,000,000 7 7/8 per cent.

Cumulative Irredeemable Preference Shares

of £1 each at 100.749 pence per share

Application will be made to the London Stock Exchange for the Preference Shares to be admitted to the Official List. It is expected that such admission will become effective and that dealings will commence on 10th March 1993.

The Directors, whose names appear on page 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors imormation contained in the assure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Copies of this document, which comprises listing particulars relating to General Accident prepared in accordance with the listing rules made under Section 142 of the Financial Services Act 1986, have been delivered for registration to the Registrar of Companies in Scotland in accordance with Section 149 of that Act.

In connection with this issue, Hoare Govett may over-allot or effect transactions on the London Stock Exchange which stabilise or maintain the market price of the Preference Shares and the Existing Preference Shares at a level which might not otherwise prevail on that exchange. Such stabilising, if commenced, may be discontinued at any time.

HOARE GOVETT CORPORATE FINANCE LIMITED SALOMON BROTHERS INTERNATIONAL LIMITED I. HENRY SCHRODER WAGG & CO. LIMITED

CONTENTS

		Page
Definitions		3
Directors		4
Part I	General Accident Group	5
	Description of the Business 1.	5
	2. Current Trading and Prospects	5
	Reasons for the Placing 3.	5
	Part II Description of the Rights Attaching to the Preference Shares	6
Part III	Financial Information	9
Part IV	The Placing	28
Part V	Further Information	29
	Part VI Unaudited Preliminary Results of General Accident Group	43

Definitions

The following definitions apply throughout this document unless the context requires otherwise:—

"General Accident" or "the Company"	General Accident plc.
"General Accident Group" or "the Group"	General Accident and its subsidiary undertakings or, in relation to dates or periods prior to 5th July 1990, General Accident Fire and Life Assurance Corporation p.l.c. and its subsidiary undertakings.
"Board" or "Directors"	the directors of the Company.
"Authorised Preference Shares"	the 300,000,000 authorised preference shares of £1 each in the Company created by a resolution of the Company passed on 27th August 1992.
"Existing Preference Shares"	the 140,000,000 87% per cent. cumulative irredeemable preference shares of £1 each (being part of the Authorised Preference Shares) which were issued in September 1992.
"Preference Shares"	the 110,000,000 77% per cent. cumulative irredeemable preference shares of £1 each (being part of the Authorised Preference Shares) which are to be issued and subscribed pursuant to the Placing.
"Ordinary Shares"	the existing ordinary shares of 25 pence each in the Company.
"the London Stock Exchange"	The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited.
"the Placing"	the placing of the Preference Shares as described in this document.
"Placing Agreement"	an agreement dated 2nd March 1993 between the Company, Hoare Govett, Salomon Brothers and Schroders relating to the Placing.
"Placing Price"	100.749 pence per Preference Share.
"Hoare Govett"	Hoare Govett Corporate Finance Limited.
"Salomon Brothers"	Salomon Brothers International Limited.
"Schroders"	J. Henry Schroder Wagg & Co. Limited.

DIRECTORS

The names of the Directors, each of whose business is Pitheavlis, Perth, Scotland PH2 0NH, and their principal business activities outside the Group, are:-

DIRECTORS

The Rt. Hon. The Earl of Airlie (Chairman) Robert Wilson Adam (Deputy Chairman) Lyndon Bolton (Non-Executive) Mrs. Elizabeth Louise Botting (Non-Executive) Sir Anthony Brian Cleaver (Non-Executive) Walter Edward Farnam (Chairman, General Accident Companies in USA) Sir Nicholas Proctor Goodison (Non-Executive) Barrie Holder (General Manager) Lord Macfarlane of Bearsden (Non-Executive) The Rt. Hon. The Earl of Mansfield (Non-Executive) Sir Peter Edward Middleton (Non-Executive) George Norton Morris (Vice-Chairman, General Accident Companies in USA) Sir David Wigley Nickson (Non-Executive) The Hon. Frederick Ranald Noel-Paton (Non-Executive) William Nelson Robertson (Chief General Manager) Robert Avisson Scott (General Manager (UK))

DETAILS OF OTHER APPOINTMENTS

The Rt. Hon. The Earl of Airlie is Lord Chamberlain of the Queen's Household.

Mr. R.W. Adam is a director of Motherwell Bridge Holdings Limited.

Mr. L. Bolton is Managing Director of The Alliance Trust plc and The Second Alliance Trust plc and a director of TSB Group plc and Scottish Financial Enterprise.

Mrs. L. Botting is Chairman of Douglas Deakin Young Limited and a director of LWT (Holdings) plc and Trinity International Holdings plc.

Sir Anthony Cleaver is Chairman of IBM United Kingdom Holdings Limited and a director of Smith & Nephew plc.

Sir Nicholas Goodison is Chairman of TSB Group plc and a director of British Steel plc.

Lord Macfarlane of Bearsden is Chairman of Macfarlane Group (Clansman) plc, United Distillers plc and American Trust plc, and a director of Clydesdale Bank plc and Edinburgh Fund Managers plc.

The Rt. Hon. The Earl of Mansfield is First Crown Estates Commissioner and Chairman, and a director of American Trust plc.

Sir Peter Middleton is Chairman of Barclays de Zoete Wedd Limited, Deputy Chairman of Barclays Bank plc and a director of Bass plc.

Sir David Nickson is Chairman of Clydesdale Bank plc, and a director of Scottish & Newcastle plc, Hambros plc, The Edinburgh Investment Trust plc and National Australia Bank Limited.

The Hon. F.R. Noel-Paton is Managing Director of John Menzies plc and a director of Pacific Assets Trust plc and Macallan-Glenlivet plc.

PART I - GENERAL ACCIDENT GROUP

1. DESCRIPTION OF THE BUSINESS

General Accident is the holding company of the General Accident Group, whose principal activities are the underwriting of most classes of general and life insurance business and the provision of financial services. These activities are principally carried out in the United Kingdom, the United States, Canada, Australia, New Zealand and the Far East. There are also operations in a number of other territories around the world.

In the United Kingdom, the Group's general insurance business covers all major areas of domestic and commercial insurance, with a strong position in private and commercial motor, domestic property, creditor and packaged policies for small and medium sized businesses. Its exposure to residential mortgage indemnity business is comparatively small. In the United States, the Group's business similarly covers both personal and commercial classes, concentrated in a number of North Eastern and Mid Western states. In Canada, the Group's operations make it the largest private sector general insurer. These operations are broadly spread but include a significant speciality motor insurer in Ontario. In the Pacific, the Group has substantial operations in Australia and New Zealand together with local operations in Hong Kong, Taiwan, Malaysia, Singapore and Indonesia. Elsewhere, there are operations in southern Africa, Brazil and the Caribbean. The Group also underwrites marine and aviation insurance and reinsurance in the London insurance market.

The Group primarily writes life insurance business in the United Kingdom but has overseas operations in New Zealand, Brazil, Puerto Rico, Hong Kong, France, Ireland and Germany.

To assist the development of its core insurance business, the Group provides investment products and services and owns a substantial property services chain in the United Kingdom.

2. CURRENT TRADING AND PROSPECTS

The unaudited preliminary results of the Group for the financial year ended 31st December 1992, announced on 2nd March 1993, are reproduced in Part VI on pages 43 to 45 of this document.

Apart from losses in connection with flood damage in the Perth and Tayside region which are estimated at £15m, there has been no material change in the Group's operating performance since the period covered by these results.

3. REASONS FOR THE PLACING

The net proceeds from the Placing will enable the Group to accelerate the further repayment of certain outstanding debt which is due to mature in the short to medium term and at the same time to strengthen the Group's capital base with a consequent reduction in gearing.

The Group has taken firm action to increase premium levels, to concentrate on business which produces an adequate return for shareholders and to control costs, including a significant reduction in staff numbers in the UK and other territories. These actions are now being reflected in the Group's performance and the Company was able to report improved results for the year to 31st December 1992. There are encouraging indications of improvement in a number of markets, particularly in the United Kingdom. Opportunities are emerging for the Group to secure profitable additional premium income in the form of both rating increases and new business of appropriate quality, thereby increasing the earnings potential for shareholders. The Placing will give the Group the additional flexibility to take advantage of these opportunities.

PART II - DESCRIPTION OF THE RIGHTS ATTACHING TO THE PREFERENCE SHARES

The following are the rights attaching to the Preference Shares and the limitations and restrictions to which they are subject.

1. PRIORITY

The Preference Shares are to rank in all respects pari passu with each other and the Existing Preference Shares and in priority to the Ordinary Shares.

2. Denomination and Form

The Preference Shares will have a nominal value of £1 each and will be issued at the Placing Price for cash. The Preference Shares will be in registered form and will be freely transferable in accordance with the Articles of Association of the Company.

INCOME 3.

Out of the profits available for distribution and resolved to be distributed, the holders of the Preference Shares shall be entitled, pari passu with the holders of the Existing Preference Shares, and in priority to any payment of dividend to the holders of any other class of shares, to be paid a fixed cumulative dividend, payable in sterling, at the rate of 7% per cent. per annum of the nominal amount of each Preference Share (exclusive of any associated tax credit). The dividend will be payable in equal half-yearly instalments in arrear on 1st April and 1st October in each year (each a "Dividend Payment Date") and the first Dividend Payment Date will be 1st October 1993 in respect of the period from and including 9th March 1993 to but excluding 1st October 1993, provided that nothing in this paragraph shall prohibit the payment of a dividend on the shares of any other class in the capital of the Company ranking pari passu with or after the Preference Shares at a rate not exceeding 0.1p per share in any calendar year.

If any Dividend Payment Date is not a day on which banks in London are open for business (a "Business Day"), then payment of the dividend otherwise payable on such Dividend Payment Date will be made on the next succeeding Business Day, without any interest or other payment accruing in respect of such delay.

Dividends payable on Preference Shares in respect of any period shorter or longer than a full dividend period will be calculated on the basis of a 365 day year and the actual number of days elapsed in such period.

Dividends remaining unclaimed after a period of 12 years from the date when they become due for payment shall be forfeited and shall revert to the Company.

CAPITAL 4.

• (i) The Preference Shares will be irredeemable.
• (ii) On a return of capital on a winding up, the holders of the Preference Shares shall be entitled to receive, pari passu with the holders of the Existing Preference Shares, out of the surplus assets of the Company remaining after payment of its liabilities, an amount per Preference Share equal to the nominal amount of a Preference Share together with any premium paid on issue and together with all arrears and accruals (if any) of the dividend payable thereon, whether or not such dividend has been earned or has become due and payable, to be calculated up to and including the day of the commencement of the winding up.
• (iii) On a return of capital (otherwise than on a winding up or on a redemption or purchase by the Company of shares of any class), the holders of the Preference Shares shall be entitled to receive an amount per Preference Share equal to the nominal amount of a Preference Share together with any premium paid on issue and together with all arrears and accruals (if any) of the dividend payable thereon, whether or not such dividend has been earned or has become due and payable, to be calculated up to and including the day of the return of capital.
• (iv) The Preference Shares (and all other shares of the Company ranking pari passu, which
  er and other the Frinting Proforence Shares) shall rank on a winding up in priorit The Preference Shares (and all other shares of the Company fanting party)
  includes the Existing Preference Shares) shall rank on a winding up in priority to all other
  ing the includes the Existing Preference Shares, I shares of the in issue.
• shares of the Company ton the to the to ...
  If, upon a return of capital on a winding up or otherwise, the amounts available for payment
  and and fining the sames the amounts lf, upon a return of capital on a winding up or otherwise, the announce of ip provinces and any ther n; open a lo ares expressed to rank pari passu therewill share rates will share rates in the discribution
  holders of the Prefection in the full respective preferential amount to which shares of the Peterence Shares and such other shares will share ratedom in the wones.
  holders of the Preference Shares and such respective preferential amount to which they are entitled.

5. VOTING AND GENERAL MEETINGS

• VOTING AND CENAL Preference Shares shall, by virtue of and in respect of their holding of
  (i) The holders of the receive notice of, attend, speak and vote at a general The holders of the Preference Shares shall, by virtue of and in respect of their good.
  Preference Shares, have the right to receive notice of, attend, speak and vote at a gen meeting of the Company only: -
  • meeting of the Company only.
    (a) if and when, at the notice convening such meeting, the dividend on such if and when, at the date of the notice convening such incentify, inc an advances and the summer the
    shares for the divident period immediately prior to the notice convening t in are for the dividend payment period immediately profice convention of the may
    relevant meeting is in arrears and it, and any arrears or dividend in respect
    or in the divid relevant meeting is in arrears and it, and any afreals of dender in full; or
  • of any pleceding unleing psys.
    (b) if a resolution is to be proposed abrogating, varying or modifying any of the rights of if a resolution is to be proposed abrogating, varying or modition to any resolution of the official of
    privileges of the holders of the Preference Shares (in addition to any in 100 - 1 the holders of the Preference Shares (ith winding up of the Company
    approval required under paragraph 7(iii) below) of for the Company
    approval required of the Com approval required under paragin 7 (iii) Delow) of the winding approvation of
    or for the reduction of capital of the Company (otherwise than on a redemption of or for the reduction of capital of the Company (otherwise than on such resolution.
    purchase of shares), in which case they shall only be entitled to vol. Hosef the right to

purchase of shares), in while be shall not confer on the holders thereof the right to
s a foresaid, the Preference Shares shall not confer of the Company. Save as aforesaid, the Preference Shares shall not Conter of the norder of the Company.
receive notice of, attend, speak or vote at any general meeting of the Company.

receive notice of, antitle, speare of the Preference Shares are entitled to vote at a general meeting of
the Canada any resolution proposed at such a general meeting, on a sh Whenever the holders of the Preference Shares are entiled to volcal and the mail of hands
the Company upon any resolution proposed at such a general meeting, on a When in any resolution proposed at fuch a general meeting, on a move me only in thereof who is present in person or (beling a corporation) is problem in the one
representative duly uthorised under section 375 of the Companies Act 1985 shall be every house referestment of a poll every holder thereof who is present in respect of each
vote and on a pol every holder theresentative shall have one vote in respect of each holder. ver and on of the proposentative shall have offe vote in respect of the respect of the respective
complete £1 nominal amount of Preference Shares registered in the name of su

PURCHASE 6.

• PURCHASE
  (i) Subject to the provisions of the Companies Act 1985, the Company may at any time purchase
  (i) Subject to Shares upon such terms as the Board shall de Subject to the provisions of the Companies Act 1505, the Company
  any Preference Shares upon such terms as the Board shall determine.
• any Preference Shares upon such tems the nominal amount of such shares comprised
  (ii) Upon the purchase the nominal anount of such sified as, Ordinary Upon the purchase of any Preference Shares the nominal annound of such and of the purpos
  in the capital of the Company may thereafter be divided into, and reclassified as, Or in the capital of the Company may that the consent.

7. Further Issues and Variation of Rights

• FURTHER ISSUES AND WANT of the holders of the holders of the Preference Shares as is
  (i) Save with such consent of the rights attaching to such shall not issue or Save with such consent or sanction on the part of the Prefection on the posses of the suce of
  required for a variation of the rights attaching to such shares, the Board sho Sare will of the rights attaching to such shares, the board shares of the more
  required for a variation of the right of any class or any securities convertible into any required the amount of, any shares of any Class of any Securities conventions
  shares of any class ranking as regards participation in the profits or assets of the Company and, of the care and ing as regards participation in the proms of assess of the US\$ (1).
  (otherwise than on redemption or purchase by the Company of any such share) in priori to the Preference Shares.
• to the Preference Shares Shares shall not be deemed to be varied by the The rights attaching to the Preference Shares shall not be deminent or issue of any
  purchase of redemption of any shares of the Company or by the allotment of issues of any He Tight Company of any shares of the Company of the alouncil of the Mares") purchase or received by as
  further preference shares (in this paragraph called "Further in furner preference shares (in this pragraph called "Futher i passu with (but not in
  further prefecipation in the profits and assets of the Company passu with (but not in restro problem in the profits and assets of the Company part passuring (be Further
  priority to ) the Preference Shares, provided hat, at the allotment of the Further rogant | --------------------------------------------------------------------------------------------------------------------------------------------------------------------prom/
  with any paid or payable on issue) (i) of the Preference Shares and (ii) of the more one
  with any paid or payable on issue) (i) of the Preference Shares and (ii) of in with any premium paid on issue) (i) of the Preveinte Shares and (in the maily of in priority
  shares, which include the Existing Preference Shares, ranking pari passing priori which your and ide the Existing Preference Shares, immediately rollewing
  to the Preference Shares in issue on the Relevant Date and, immediately rollowing
  to the Preference S onal of any and one of the Relevant Date and, in issue on the Relevant in the one of the one half of
  such issue, of the Further Preference Shares would not exceed a sum equ

the adjusted capital and reserves (as set out in the Articles of Association of the Company). the adjusted capital and reserves (as server ights and restrictions which are either identical Any Turther Freference Shares may carry of any respect including, without prejudice to the generality of the foregoing, that :-

• (a) or non-cumulative;
• (b) the Further Preference Shares may rank for dividend from such date as may be provided the farthers of issue thereof and the dates for payment of dividend may differ;
• a premium may be payable on a return of capital or there may be no such premium; (c)
• (d) the Further Preference Shares may be redeemable on such terms and conditions as may be prescribed by the terms of the issue thereof or may be irredeemable;
• (e) the Further Preference Shares may be convertible into Ordinary Shares or any other the Turther Preference Shares Inay be estire in the profits and assets of the Company Class of Shares Familing as regards pare Shares in each case on such terms and conditions as may be determined by the terms of issue thereof; and
• (f) law, any basket of currencies.
• (iii) The rights attaching to the Preference Shares may be varied or abrogated with the written The fights attaching to the 11e were in nominal value of such shares then in issue or with Consent of the nolders of three quarters of the meeting of holders of such shares.

Restrictions on the Company 8.

Save with such consent or sanction on the part of the holders of the Preference Shares as is Save with Such Conscill of Sanction of the part be Board shall not capitalize any part required for a variation of the nghts and on or purchase or redeem any shares of the of the promis of the Company available for also is a stribution on the dividend payment period Company if entire (i) the dividend on the Herenalisation, purchase or redemption is in arrears Immediately prob to the date of the proposed of any preceding dividend payment and it, and any arreals of uenciency of ulvident in respect of any preceding arrading and promisons in the may penod of perious, nave not occh parant fall of (if, attor onary undertakings available for distribution the annual of the promo of the Company and of the annual dividends (exclusive of any would be less than TNC times the ageregate and any other preference shares then in associated tax Creath payable of the in priority to the Preference Shares.

In addition to the definitions set out on page 3 of this document, words and expressions defined in addition to the demindens set our of page 3 of the Company shall bear the same meanings in, or the purposes of, the Articles of Association of the Some of the Articles of Association in mis I an i an en on page 3 of this document, the latter shall prevail.

The following summarises the financial information of the Group for the periods indicated. The information is extracted in all material respects from the published audited consolidated financial innimation 19 of the Group for the three years ended 31st December 1991.

Under a Scheme of Arrangement, which became effective on 5th July 1990, the ordinary shareholders of General Accident Fire and Life Assurance Corporation p.l.c. received, for each share then held, two ordinary shares of 25 pence each fully paid in the Company. The 1989 figures for men neta) <no conners and dividend per Ordinary Share have been restated accordingly.

The status of the financial information relating to the Group contained in this Part is explained in paragraphs 11(g) and 11(h) on page 42.

ACCOUNTING POLICIES

DISCLOSURE REQUIREMENTS

The consolidated accounts are prepared in accordance with Section 255A of, and Schedule 9 to, the Companies Act 1985 and with the requirements of Standard Accounting Practice m considered appropriate to insurance groups. Additional information has been disclosed in accordance with the Statement of Recommended Practice on Accounting for Insurance Business issued by the Association of British Insurers. These requirements do not override the specific statutory exemptions presently available to insurance groups.

Consolidation Basis

The results of all subsidiary companies are included in the consolidated accounts and the whole of the consolidated results, excluding the proportion attributable to outside shareholders, have been dealt with in the accounts of the Group. Transfers to and from inner reserves include realised and unrealised gains and losses on investments.

The results of subsidiary companies acquired are normally brought into the accounts from the date of purchase and any goodwill arising is written off against reserves.

The accounts of certain overseas subsidiary companies do not conform with the Group's accounting policies because of local statutory requirements. Adjustments are made on consolidation in order to present the accounts on a uniform basis.

ASSOCIATED UNDERTAKINGS

The results of certain companies which might be deemed to be associated undertakings have been omitted from the accounts, except to the extent of dividends received, the Directors being of the opinion that the amounts involved are insignificant.

PREMIUMS

General Business

General business premiums written are accounted for in which the risk commences. The provisions for unearned premiums have been calculated on the monthly pro rata fraction (24ths) or on a more accurate method with proper provision for long term contracts where appropriate. Acquisition expenses relating to unearned premiums are deferred.

Long Term Business

Premiums in respect of investment linked policies are accounted for in the period in which the liability is established. Other premiums are accounted for as they fall due for payment.

CLAIMS

General Business

Provisions for notified claims as at 31st December each year are determined on an individual case basis after taking into account handling costs, anticipated inflation and trends in settlements.

Provision is also made in respect of claims incurred but not reported at 31st December based on
ical methods statistical methods.

Any differences between original claims provisions and subsequent re-estimates or settlements are reflected in the underwriting results of the year in which claims are re-estimated or settled.

After taking account of investment income, provision is made as necessary for estimated future general business losses relating to unexpired risks.

Long Term Business

Claims arising from death or maturity are charged against revenue when the insured event is notified or becomes from are charged against revenue when the insured event is
notified or becomes due which each payment becomes due.

Long Term Business Profit

Other than the American business, long term business profit is determined annually on actuarial valuation of the hire niness, for grent business profit is determined annually on actuarial
accordance with local generally accopted accounting in interican business has been accordance with local, generally accepted accounting principles.

The transfer of shareholders' profit included in the Profit and Loss Account is stated gross of
ated UK and overseas taxation applicable estimated UK and overseas taxation applicable.

Deferred Taxation

Deferred taxation has been provided at the rates expected to apply when the liabilities crystallise on all timing differences other than these considered likely to continue in the liabilities crystallied
detailed breakdown under the categories conservacio in the foreseeable North of any and once than those considered likely to continue in the foreseable future. No.
detailed breakdown under the categories concerned is given as the amounts invol

EXCHANGE RATES

The assets, liabilities and revenue transactions in currencies other than sterling have been translated at the approximate rates and of exchange ruling at the relevant year end.

Currency underwriting provisions as at the beginning of each financial year have been revalued at exchange rates ruling at the corresponding year end.

Differences on exchange have been dealt with through revaluation reserve.

INVESTMENTS AND INVESTMENT INCOME

Investment includes interest accrued to the year end on fixed interest securities, mortgages, loans and deposits. No credit is taken for divide interest securities morgages,
Investment income has book of the count of the than those received in the year of account and and depositer Fre creat is taken for unvidends offer than those received in the year of account in created tax credit

With the exception of NZI Corporation Limited, long term business profits and losses on realisation of investments, after adjusting for taxation, have been dealt with through internet in the losses on realisation dimner only cerilisation of investments of other business are taken to revenue. Profits
and losses on realisation of investments of other business sectors, after adjusting fo dealt with through revaluation reserve.

Listed securities are included in the balance sheets at their middle market value with the following principal exceptions:

• (i) The investments of the long term fund of General Accident Life Assurance Limited are included at cost less inner reserve.
• (ii) The investments of the long term fund of General Accident Linked Life Assurance Limited are included at their market values, less inner reserve.

Investment properties, including properties which are wholly or partially occupied by the Group, are in other properties including propentes which are wholly occupied by the Group,
are carried in the balance sheet at open market value as determined by the Group's profess qualified internal valuers and by external valuers for a proportion of the Grouperties.

DEPRECIATION

Equipment, machinery and motor cars are written off on a straight line basis over their estimated useful lives, which range from three to ten years.

No depreciation has been charged in respect of freehold and long leasehold buildings:

• (i) held as property investments, or
• (f)

Pensions

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Employers' contributions to defined benefit schenes and valle "And "And"
spreads the pension costs over the service lives of the members. Contributions to defined spreads the pension costs over the control of the incurred.

---

A Comments of the Comments of the Comments of the Comments of

• 4-4-4 - 1-7

Consolidated General Business Revenue Account

	For the year ended 31st December
	1991	1990	1989
	£m	£m	£m
Premiums written (Note 1)	3,219.0	3.045.8	3,100.2
Increase in unearned premiums	48.2	106.5	103.9
Premiums earned	3,170.8	2,939.3	2,996.3
Claims incurred (Note 2)	2,749.9	2,472.9	2,273.6
Commission	556.6	536.9	533.6
Expenses	450.2	417.5	419.3
Transfer to deferred acquisition costs	(16.8)	(26.3)	(26.4)
	3,739.9	3,401.0	3,200.1
Underwriting result	(569.1)	(461.7)	(203.8)

UNDERWRITING PROVISIONS AND RESERVES AS PER CONSOLIDATED BALANCE SHEET

	1991 £m	1990 Em	1989 £m
Provision for unearned premiums At beginning of year Porttolio adjustments — including acquisitions Exchange adjustment Increase during the year	1,431.1 41.9 7.5 48.2	1,446.0 16.7 (138.1) 106.5	1,251.2 6.3 84.6 103.9
At end of year	1,528.7	1,431.1	1,446.0
Provision for outstanding claims	3,367.5	2,938.0	2,878.2

Consolidated Profit and Loss Account

	For the year ended 31st December
	1991 £m	1990 £m	1989 £m
	448.8	429.9	462.7
Investment Income	(569.1)	(461.7)	(203.8)
General Business Underwriting result	27.0	25.2	26.9
Long Term Business Profits (Note 3)	(17.8)	(23.3)	(20.5)
Property Services result Banking Business result	(0.8)	(6.3)	(47.6)
	(111.9)	(36.2)	217.7
Interest on Loans (Note 11)	46.8	63.3	47.0
Interest on Bank Loans and Overdrafts (other than banking business)	12.9	21.8	17.5
	59.7	85.1	64.5
UK Employee Profit Sharing Scheme	(171.6)	(121.3)	153.2 6.2
Profit (Loss) before Taxation	(171.6)	(121.3)	147.0
Taxation - U.K. and Overseas (Note 8)	(33.6)	(25.7)	32.1
Profit (Loss) after Taxation Long Term Business Profits - GA Life Fund 1988 Valuation	(138.0)	(95.6)	114.9 9.5
	(138.0)	(95.6)	124.4
Minority interests	1.4	(2.4)	(13.7)
Profit (Loss) for the year attributable to shareholders	(139.4)	(93.2)	138.1
Balance forward from previous year	450.9	659.9	628.3
	311.5	566.7	766.4
Dividends for the year		42.0	37.2
Interim	42.2 74.2	73.8	69.3
Proposed final	116.4	115.8	106.5
Balance carried forward	195.1	450.9	659.9
Earnings (Loss) per Ordinary Share (Note 13)	(32.1p)	(21.7p) 26.75p	32.6p 25.0p
Dividend per Ordinary Share	26.75p

Consolidated Balance Sheet

	As at the year ended 31st December
	1991 £m	1990 £m	1980 En
Investments (Note 12)	5,779.0	5,448.1	6,701.5
Other Assets
Operating Equipment	93.3	96.1	90.4
Deferred acquisition costs	318.6	292.7	285.4
Agency and company balances	615.8	571.1
Debtors and accrued interest	439.8		619.6
Advance Corporation Tax recoverable		380.5	298.5
Deposits with Long Term Funds		22.0	22.5
Cash at bank	43.1 6.9	40.5 19.1	69.2 17.2
	1,517.5	1,422.0	1,402.8
	7,296.5	6,870.1	8,104.3
Less Current Liabilities and Provisions
Claims outstanding (Note 2)	3,367.5
Creditors (Note 9)		2,938.0	2,878.2
	430.6	436.6	404.1
Bank loans and overdrafts	36.1	83.3	205.1
Other short term loans	88.9	74.4	134.6
Payable to Banking Business	168.0	113.2	92.1
Proposed Dividends	74.2	73.8	69.3
	4,165.3	3,719.3	3,783.4
	3,131.2	3,150.8	4,320.9
Long Term Funds Net Assets	2,637.0	2,252.8	2,277.3
Banking Business Net Assets (Note 4)	57.0	86.0	57.5
	5,825.2	5,489.6	6,655.7
Less Insurance Funds General
	1,528.7	1,431.1	1,446.0
Long Term	2,637.0	2,252.8	2,277.3
	4,165.7	3,683.9	3,723.3
	1,659.5	1,805.7	2,932.4
Minority Interests in Subsidiaries	20.5	15.7	22.9
Loan Debt (Note 11)	266.2	360.1	357.2
	286.7	375.8	380.1
Net Assets	1,372.8	1,429.9	2,552.3
Representing Shareholders' Funds (Note 10)
Share Capital	108.7	108.2	53.6
Share Premium Account	3.5	0.2	85.8
Capital Reserve			0.3
Revaluation Reserve	1,065.5	870.6	1,752.7
Retained Earnings	195.1	450.9	659.9
	1,372.8	1,429.9	2,552.3

14

CONSOLIDATED LONG TERM BUSINESS REVENUE ACCOUNT

	For the year ended 31st December
	1991 £m	1990 Em	1989 Em
Premiums - Life and Annuity Accident and Health	537.3 28.5	402.4 21.8	378.0 20.4
	565.8	424.2	398.4
Reassurance Premiums	13.9	10.7	17.1
Net Premiums	551.9	413.5	381.3
Investment Income	254.2	237.3	228.4
Variation of Investment Values	20.5	(50.4)	28.5
Transfer from Investment Reserve	76.2	39.6	99.5
	902.8	640.0	737.7
Claims	170.5	164.6	131.6
Surrenders	112.0	1 20.5	146.3
Annuities	31.8	27.4	26.7
	314.3	312.5	304.6
Reassurance Recoveries	4.6	5.3	8.7
	309.7	307.2	295.9
Commission	70.4	59.6	59.8
Expenses	101.0	92.2	92.5
Taxation	7.6	11.8	12.7
	488.7	470.8	460.9
Shareholders' share of profits (Note 3)	18.9	18.8	20.9
	507.6	489.6	481.8
Increase in Funds during the year	395.2	150.4	255.9
Funds at beginning of year	2,252.8	2,277.3	2,045.2
Shareholders' Share of Profits - GA Life Fund 1988 Valuation			(9.5)
Funds acquired in year		20.6
Funds disposed in year		(149.2)	(34.8)
Exchange adjustment (Note 3)	(11.0)	(46.3)	20.5
	2,241.8	2,102.4	2,021.4
Funds at end of year	2,637.0	2,252.8	2,277.3
TERRITORIAL ANALYSIS OF NET PREMIUMS
		306.4
U.K.	447.0 41.0	49.4	262.6 59.6
New Zealand		9.5	20.9
Australia	16.7	1 1 . 1	5.3
France	26.9	26.6	28.9
Puerto Rico Other Overseas	20.3	10.5	4.0
	551.9	413.5	381.3

Consolidated Long Term Business Balance Sheet

	As at the year ended 31st December
	1991 £m	1990 Em	1989 £m
Investments (Note 12)	2,644.3	2,258.6	2,287.3
Current Assets
Agency and company balances	12.1	15.6	10.9
Debtors and accrued interest	60.7	52.4	91.9
Cash at bank	15.1	10.8	14.3
	87.9	78.8	117.1
	2,732.2	2,337.4	2,404.4
Less Current Liabilities
Claims outstanding	21.6 30.5	20.0 24.1	16.0 41.9
Creditors (Note 9)	43.1	40.5	69.2
Deposits from General Funds
	95.2	84.6	127.1
Net Assets	2,637.0	2,252.8	2,277.3
Comprising the following Funds
General Accident Life	1,833.4	1,544.0	1,368.5
General Accident Linked Life	489.3	432.7	473.8
NZI Corporation	244.6	231.5	419.0
General Accident Vie	30.2	14.2	6.1
General Accident Life Assurance Puerto Rico	7.1	7.0	8.9
Other funds	32.4	23.4	1.0
	2,637.0	2,252.8	2,277.3

STATEMENT OF SOURCE AND APPLICATION OF FUNDS

(Excluding long term and banking business)

	For the year ended 31st December
	1991 £m	1990 Em	1989 Em
Source of Funds
Profit (Loss) before tax Long Term Business Protits - GA Lite Fund 1988 Valuation Adjustments to convert revenue and expenditure to a cash basis	(171.6)	(121.3)	147.0 9.5
Increase (decrease) from changes in Insurance funds and outstanding claims	460.4	451.8	468.7
Agency and company balances	(42.6)	(33.1)	(154.4)
Other net current assets and minorities (excluding taxation and
proposed dividends)	(5.4)	46.3	133.4
Depreciation of operating equipment	40.5	41.9	34.0
Total generated from operations Other Sources of Funds	281.3	385.6	638.2
Issue of Shares	3.8	11.9	10.4
Loan Capital raised		73.1	145.8
	285.1	470.6	794.4
Redemption of preference shares		0.3
Tax paid (including tax attributable to franked investment income)	68.5	58.7	160.6
Dividends paid	116.1	107.0	92.6
Loan Capital repaid (net)	74.8
Purchase of operating equipment (net)	38.1	55.1	33.3
	297.5	221.1	286.5
Net Funds available for Investment	(12.4)	249.5	507.9
Changes in Investment and net Liquid Funds (Net of revaluation reserve) Increase (Decrease) in Banking Business net assets Properties Mortgages and loans Fixed interest securities Ordinary stocks and shares	(26.1) (99.7) (61.1) (0.7) 16.0	38.5 8.9 7.5 52.2 (11.4)	9.3 159.7 48.9 281.2 69.3
Deposits at interest	136.4	(11.3)	67.5
Cash at bank	(11.0)	2.1	(10.3)
	(46.2)	86.5	625.6
Increase (Decrease) in bank overdrafts and loans	(33.8)	(163.0)	117.7
	(12.4)	249.5	507.9

In determining the net funds available for investment and the relative changes shown above, no after adjusting for the revaluation of investments.

Notes to the Accounts

1. SEGMENTAL ANALYSIS

(a) Class of Business	1991 £m	1990 £m
Turnover
General Business Premiums
Property Accident and Liability	1,330.0	1,295.0
Motor	644.1	560.4
	1,440.2	1,350.5
	3,414.3	3,205.9
Reinsurance premiums	195.3	160.1
	3,219.0	3,045.8
Long Term Business Premiums	565.8	424.2
Reinsurance	13.9	10.7
	551.9	413.5
Property Services	77.2	79.1
Banking Business	57.6	154.9
	3,905.7	3,693.3
Profit (Loss) before Taxation and Interest Payable
General Business (incl. Investment Income)	(120.3)	(31.8)
Long Term Business	27.0	25.2
Property Services	(17.8)	(23.3)
Banking Business	(0.8)	(6.3)
	(111.9)	(36.2)
Segment Net Assets
General Business	1,729.9	1,883.9
Long Term Business	77.9	78.7
Property Services Banking Business	36.1 57.0	30.6 86.0
	1,900.9	2,079.2
	1991	1990
(b) Geographical Segments	Em	Em
Turnover
U.K. (incl. London Market and Internal Reinsurance)	1,907.6	1,788.6
U.S.A. Canada	1,033.3	881 - 9
Pacific	403.9	359.5
Europe other than U.K.	431.2 213.6	511.2 195.8
Other Overseas	125.3	127.1
	4,114.9	3,864.1
Reinsurance Premiums	209.2	170.8
	3,905.7	3,693.3

	1991 £m	1990 £m
Protit (Loss) before Taxation and Interest Payable
U.K. (incl. London Market and Internal Reinsurance)	(222.5)	(113.5)
U.S.A.	41.1	69.3
Canada	35.7	36.3
Pacific	26.0	(6.0)
Europe other than U.K.	(1.4)	(27.1)
Other Overseas	9.2	4.8
	(111.9)	(36.2)
Segment Net Assets
U.K. (incl. London Market and Internal Reinsurance)*	58.8	296.4
U.S.A.	1,117.9 238.0
Canada	246.3	1,079.4 165.7 333.4
Pacific	152.4	143.7
Europe other than U.K. Other Overseas	87.5	60.6

*The U.K. companies own, directly or indirectly, the overseas Segment Net Assets.

Segment Net Assets are stated before the deduction of the following items:
Minority Interests	20.5	15.7
Group Borrowings	391.2	517.8
Dividends Payable and Proposed	116.4	115.8
	528.1	649.3
Group Net Assets	1,372.8	1,429.9

2. Claims

General Business claims are stated after deduction of amounts recoverable from reinsurers as follows:

	1991 Em	1990 £m
Claims incurred Recoverable from reinsurers	2,856.4 106.5	2,703.0 230.1
	2,749.9	2,472.9
Claims outstanding Recoverable from reinsurers	3,713.6 346.1	3,286.1 348.1
	3,367.5	2,938.0

3. Long Term Business

The amount credited to consolidated profit and loss account in respect of shareholders' profits comprises:

	1991 £m	1990 Em
Shareholders' share of profits before taxation	27.0	25.2
Taxation	8.1	6.4
	18.9	18.8
General Accident Life	15.3	14.6
General Accident Linked Life	5.0	4.0
NZI Corporation	(2.6)	0.4
General Accident Vie (France)	(1.9)	(2.5)
General Accident Life (Puerto Rico)	2.9	3.3
Other Funds	0.2	(1.0)
	18.9	18.8

The exchange debit of £11.0m (1990: £46.3m debit) is derived from the exchange revaluation of overseas net assets.

4. Banking Business

The consolidated banking business balance sheet as at 31st December is as follows:

	1991 £m	1990 £m
Assets
Investments - Land and buildings	0.9	12.2
- Government stock	1.0	112.9
- Ordinary shares and debentures	3.3	18.3
Advances and mortgages	214.0	411.5
Commercial bills		44.3
Short term deposits and cash	5.3	154.3
Other assets	2.7	29.9
Receivable from group companies	168.0	113.2
	395.2	896.6
Liabilities
Bank funding	20.6	74.2
Secured loans and deposits	3.1	6.7
Unsecured loans and deposits	304.5	703.2
Commercial bills	4.3	18.1
Total borrowings	332.5	802.2
Sundry creditors	5.7	8.4
	338.2	810.6
Net Assets	57.0	86.0

A maturity analysis of the total borrowings as at 31st December is as follows:

	1991 £m	1990 £m
Under one year
Bank	20.6	64.9
Other	133.3	454.0
	153.9	518.9
Between one and two years
Bank		0.4
Other	149.7	36.0
	149.7	36.4
Between two and five years
Bank		8.9
Other	28.9	219.3
	28.9	228.2
Over five years		18.7
	332.5	802.2

5

(a) Emoluments of Directors

Total emoluments of the Directors, including amounts paid to them as directors of subsidiary companies, were:

	1991	1990
	ਣ	ಕ
Fees as directors	166,357	155,750
Other emoluments	1,321,034	1,633,904
Pension contributions on behalf of non-executive directors	24,671	25,692
Pension payments in respect of (i) management services	286,563	258,480
services as a director (ii)	8,916	5,532
Compensation for loss of office	174,100
	1,981,641	2,079,358

The Chairman received emoluments of £62,032 (1990: £60,690).

The emoluments of the highest paid U.K. Director amounted to £219,442 (1990: £219,949). U.K. Directors received:

	Numbel of Offectors
	1991	1990
£5,001- £10,000	1
£10,001- £15,000
£15,001- £20,000	7	2
£20,001- £25,000	1	1
£25,001- £30,000
£40,001- £45,000
£60,001- £65,000	1	1
£95,001-£100,000		1
£115,001-£120,000		1
£130,001-£135,000	2
£135,001-£140,000		2
£215,001-£220,000		ી

and and on the less to the state the mail of the

(b) Loans to Directors

The following loans have been granted by a subsidiary company to executive Directors under the staff house purchase scheme on the same terms and conditions as are applicable to all eligible members of staff at annual rates of interest between 3.5% and 14.0%. These loans are secured by mortgages on private residences and policies of assurance maturing at various dates or on the earlier death of the borrower.

at 1st January 1991 and at 31st December 1991

	and maximum ioan during the year
B. Holder	£30,000
T. Roberts	£36,000
W. N. Robertson	£14,798

(c) Directors' Other Interests

No Director had a material interest in any contract of significance to the business of the Company or its subsidiaries at any time during 1990 or 1991.

(d) Loans to Other Officers

As at 31st December 1991, nine officers of the Company other than Directors, had secured loans outstanding amounting in the aggregate to £311,467 (1990: eight officers £229,767).

6. PENSION COSTS

The principal pension schemes operate in the U.K. and North America. These schemes are of the defined benefit type and their assets are held in separate trusted administered funds. Each of the schemes has been subject to actuarial valuation or review in the last twelve months using the "Entry Age" method in respect of the U.K. schemes and the "Projected Unit Credit" method for the North American schemes. The actuarial valuation of the U.K. defined benefit scheme was caried out by a qualified actuary who is an employee of the Group.

The principal assumptions underlying these valuations were:

	U.K.	North America
Salary increases	6.9%	5.0%-6.5%
Pension increases	5.0%
Investment return	9.0%	7.0%-9.0%

At the date of the last actuarial valuations, the market value of the investments of the U.K. and North American schemes was £659.8m (1990: £606.4m). The assets of these schemes were in excess of the amount required to cover the benefits that had accrued to members after allowing for Exture increases in earnings.

The total pension cost for the Group was £27.1m (1990: £22.5m).

At 31st December 1991 a provision of £26.5m (1990: £31.3m) was carried in the Group balance sheet. This provision will be utilised to reduce future pension costs by annortisation over somene members' average remaining working lives.

7. AUDITORS' REMUNERATION

The total remuneration payable by the Group in 1991 amounted to £1,710,000 (1990: £2,006,000).

8. TAXATION

The credit in the consolidated profit and loss account in respect of U.K. corporation and income taxes and overseas taxes, computed in accordance with current legislation applicable to insurance companies and based on the results of the year, is made up as follows:

	1991 £m	1990 £m
U.K. Corporation Tax at 33.25% (1990: 35%)	(94.1)	(57.1)
Tax attributable to U.K. dividends received	8.7	8.4
Overseas Taxation	18.5	18.9
Deferred Taxation	(3.3)	(2.3)
Advance Corporation lax	28.5
	(41.7)	(32.1)
Taxation attributable to long term business profit	8.1	6.4
	(33.6)	(25.7)

Advance Corporation Tax in relation to dividends payable after 31st December 1991 has been written off in accordance with generally accepted accounting practice.

The close company provisions of the Income and Corporation Taxes Act 1988 do not apply.

9. Deferred Taxation

The tollowing deferred taxation balances are included in creditors:	1991 £m	1990 £m
Consolidated Balance Sheet SSAP 24 - Pension Provisions Other timing differences	(9.4) 9.4	(9.1) 13.4
		4.3
Consolidated Long Term		3.4

Advance Corporation Tax recoverable has not been dealt with by deduction from deferred tax but is disclosed separately in the balance sheets.

No provision has been made for taxation which would arise if the investments were sold at the middle market value stated in Note 12 below as this contingency is considered to be remote.

No provision has been made for taxation which might arise in the distribution of profits retained by overseas subsidiaries.

10. SHARE CAPITAL AND RESERVES

	1991 Em	1990 £m
Share Capital Authorised	136.0	136.0
Issued and fully paid 434,932,138 (1990: 432,819,745) ordinary shares of 25p each	108.7	108.2
Share Premium	3.5	0.2

Movements in the share capital and share options outstanding are detailed as follows:

Acquisitions

During 1991, 1,316,009 Ordinary Shares were issued on conversion of £4,772,450 Variable Rate Convertible Unsecured Loan Notes. These loan notes had been issued as part consideration on the acquisition of a number of estate agencies during 1988.

Employee Share Schemes

No appropriation was made to employees under the U.K. Employee Profit Sharing Scheme in 1991. During the year 297,731 Ordinary Shares were issued on the exercise of options granted under the various share option schemes operated by the Company. In 1991 options were granted as follows:

Scheme	Date of Grant	No. of Shares	Exercise Price
SAYE Scheme	28.03.91	554,099	440p
Executive Scheme	19.08.91	203,053	554p

At 31st December 1991 options existed as follows:

Options Granted	No. of Shares	Normal period before exercise	Price per Share
1984	404	7 years	217.5p
1985	51,498	7 years	247.5p
1986	86,821	5 or 7 years	380p
1987	290,893	5 or 7 years	430p
1988	414,056	5 or 7 years	410p
1989	252,452	5 or 7 years	435p
1990	896,472	5 or 7 years	412.5p
1991	536,985	5 or 7 years	440p
1986	66,762	3 to 10 years	409.5p
1987	183,146	3 to 10 years	499p
1989	244,978	3 to 10 years	485.5p
	401,998	3 to 10 years	505p
1990	368,111	3 to 10 years	495p
1991	203,053	3 to 10 years	554p

On 11th December 1991 the Board approved the establishment of a Profit Sharing Scheme for on Trim December 1997 the Sourance Corporation p.l.c. in the Republic of Ireland. the chiployees of General nocal requirements, this Scheme will operate in the same manner as Except Miere Notesbary of theme. No appropriations have been made under this Scheme to date.

Scrip dividend

During 1991 and subsequently to the year end shares were allotted in accordance with elections by shareholders and employees to receive shares in lieu of cash dividends as follows:

	No. of elections/ mandates	No. of shares allotted
1990 Interim dividend	7.945	283,743
1990 Final dividend	7.707	214,910
1991 Interim dividend	6.687	84,128

	1991 Em	1990 Em
Revaluation Reserve	1,065.5	870.6
Retained earnings	195.1	450.9

Before deducting dividends paid and proposed of £116.4m (1990: £115.8m), the profit attributable to shareholders dealt with in the accounts of the Company for the year ended 31st December 1991 amounted to £130.0m (1990: £191.6m).

11. Loan Debt

	1331 £m	l AAO £m
The following loans are wholly repayable before 31st December 1996
Subsidiary Companies Loans repayable between one and two years
7 ½½ Unsecured Loan Stock 1987/92		6.4
Variable Rate Convertible Unsecured Loan Notes 1992		2.5
Variable interest unsecured loans	1.8	43.6
Variable interest secured loans		15.9
Loans repayable between two and five years
Variable interest U.S. unsecured loan 1994		51.8
77% Mortgage Loan 1996 (secured on an overseas office property)	1.5
Variable interest unsecured loans	154.5	99.3
	157.8	219.5
The following loans are repayable in whole or in part after 31st December 1996 Subsidiary Companies
7 ¼% Unsecured Loan Stock 1992/97	7.0	7.0
77% Mortgage Loan 1996 (secured on an overseas office property)		1.7
Variable Rate Convertible Unsecured Loan Notes 2003		1.3
Variable interest U.S. secured loans 2003/16	19.2	18.6
Variable interest unsecured loans 1996/2008	82.2	112.0
	108.4	140.6
	266.2	360.1

The amount of interest payable on loan debt wholly repayable before 31st December 1996 was £38.5m (1990: £49.1m).

12. INVESTMENTS

A summary of the investments (excluding banking business investments) appears below:

	General Funds at Middle Market Value		Long Term Funds Net of Inner Reserves
	1991	1990	1991	1990
	£m	£m	£m	£m
Freehold and Leasehold Properties	618.8	671.7	454.6	381.6
Mortgages, Loans, Reversions and Life Interests	109.3	126.1	76.3	101.6
Fixed Interest Securites	2,994.5	2,579.9	970.7	825.1
Ordinary Stocks and Shares	1,653.6	1,796.8	993.1	749.2
Cash on Deposit	402.8	273.6	149.6	201.1
	5,779.0	5,448.1	2,644.3	2,258.6

At 31st December 1991 the aggregate amount at which investments were included in the long term balance sheet was below their market values, taking listed securities at middle market prices.

13. LOSS PER SHARE

The calculation of loss per share is based on a loss of £139.4m (1990: loss £93.2m) and the weighted average of 434,147,218 (1990: 430,147,346) Ordinary Shares in issue.

14. Exchange

The principal exchange rates used were U.S.A. \$1.87 (1990: \$1.93), Canada \$2.16 (1990: \$2.24) and New Żealand \$3.46 (1990: \$3.28).

15. PRINCIPAL SUBSIDIARY, ASSOCIATED AND OTHER UNDERTAKINGS

As at 31st December 1991 the Company had guaranteed borrowing facilities of up to £203.4m in respect of a subsidiary company.

Subsidiary companies are engaged in insurance and financial services or other insurance related business.

Cumulative goodwill written off to reserves in respect of acquisitions in 1991 and prior years amounted to £342.3m (1990: £284.9m).

In addition to the principal associated undertaking listed on page 41, the Company has holdings exceeding 10% and, in certain cases, 20% of the issued share capital of a number of other companies, but these holdings do not materially affect the results or assets of the Group.

16. Subsidiary Companies Acquired

On 1st July 1991 General Accident Insurance Company of America acquired the share capital of Hawkeye-Security Insurance Company located in the United States engaged in property inderkey becares were acquired for a cash consideration of £59.6m.

During the same year the acquisition by General Accident Fire and Life Assurance Corporation p.l.c. of Aktiv Forsikring AS, a Norwegian insurance company, was confirmed. 1,010,000 ordinary shares were acquired for a cash consideration of £9.8m.

	Book value on acquisition £m	Fair Value adjustments Em	Fair Value to the Group £m
Hawkeye-Security Investments	94.9	2.9	97.8
Other assets Technical reserves Other liabilities	31.8 (87.0) (5.3)	(3.7)	31.8 (87.0) (9.0)
Aktiv Forsikring	34.4 3.1	(0.8) 0.3	33.6 3.4
Net assets acquired	37.5	(0.5)	37.0
Goodwill Hawkeye-Security Aktiv Forsikring		26.0 6.4	32.4
Total Consideration			69.4

The profit attributable to shareholders in respect of these acquisitions is:

	Effective Date of acquisition	Profit Em
Hawkeye-Security	1st July 1991	1.8
Aktiv Forsikring	1st January 1991	0.5

No significant adjustments were required to achieve uniformity of accounting policies consistent with those of the Company.

PART IV - THE PLACING

At the Extraordinary General Meeting of the Company held on 27th August 1992, an ordinary resolution was passed, inter alia, (a) increasing the authorised share capital of the Company by creating the Authorised Preference Shares and (b) authorised share capital of the Company of Creating of the Authorised Prefection nominal amount of such shares at any time prior to the date of the next Annual General Meeting or 27th November 1993, whichever is any and the date of the next of the Authorised Preference Shares are contained in the resolution passed at the Extraordinary General Meeting,

The decision to allot the Preference Shares with the rights and restrictions attaching to them as described in Part II of this document at the Placing Price calculated in accordance with the terms of the Placing Agreement was made by a resolution of a duly authorised committee of the Board held on 2nd March 1993.

The Placing is conditional on the Preference Shares being admitted to the Official List of the London Stock Exchange, on such admission becoming effective not later than 9.00 a.m. on 10th Mach 1993 and on the Placing Agreement becoming unconditional in accordance with is terras.

Under the Placing Agreement, each of Hoare Govett, Salomon Brothers and Schroders has severally agreed to use reasonable endeavours to procure subscribers for or, to the extent of its failing to procure such subscribers, itself to subscribe for a proportionate part of the Preference Shares at the Placing Price, so as to underwrite in full the Placing. The Helective Shares at the Tracing at the Trachy and Schroders are conditional on, inter alia, the London Stock Exchange granting permission for the Preference Shares to be admitted to the Official List and such admission becoming effective not later than 10th March 1993.

The Placing Agreement contains certain representations, warranties, undertakings and indemnities given by the Company relating, inter alia, to the accuracy of the information contained in this document. Hoare Govett, Salomon Brothers and Schroders may terminate the Placing Agreement in certain exceptional circumstances (including on the occurrence of a "force majeure" event) prior to admission to listing becoming effective.

The Company has agreed to pay to Hoare Govett, Salomon Brothers and Schroders a commission to be shared between them amounting to % per cent. of the aggregate Placing Price of the Preference Shares. The Company will also pay to Hoare Govett, St riche age eget the rieders a sum equal to the charges and disbursements incurred by them (including reasonable legal fees and any accountancy or other professional fees incurred) in connection with or arising out of the Placing (together with any value added tax payable).

The Placing Price for the Preference Shares will be payable in cash in full on 9th March 1993. It is estimated that the cash proceeds (net of expenses) accruing to the Company from the Placing will amount to approximately £109,779,000.

The Preference Shares will be in registered form. Definitive share certificates for the Preference Shares are expected to be despatched on or about 10th March 1993.

1. INCORPORATION

The Company was incorporated with limited liability in Scotland under the Companies Act 1985 as as a
public company on 15th August 1989 with the registered number 119505. Its shares were admitted to the Official List of the London Stock Exchange on 6th July 1990.

2. TURNOVER BY MAIN CATEGORY OF ACTIVITY AND GEOGRAPHIC SEGMENT

	For the year ended 31st December
	1992	1991	1990
	(Unaudited)	(Audited)	(Audited)
	£m	£m	£m
General Business (Net Premiums)
U.K.	1,251.2	1,172.0	1,175.9
U.S.A.	1,317.9	981.8	847.2
Canada	460.1	390.4	348.4
Pacific	336.5	283.6	293.5
Europe other than U.K.	214.4	181.4	176.6
Other Overseas	105.1	89.1	88.1
London Market Business (incl. Internal Reinsurance)	146.3	120.7	116.1
	3,831.5	3,219.0	3,045.8
Life Business (Net Premiums)
U.K.	623.9	447.0	306.4
New Zealand	45.6	41.0	49.4
Australia			ਰ 5
France	50.9	16.7	11.1
Puerto Rico	35.2	26.9	26.6
Other Overseas	34.8	20.3	10.5
	790.4	551.9	413.5
	68.4	77.2	79.1
Property Services Banking Business		57.6	154.9
	4,690.3	3,905.7	3,693.3

The property services turnover is derived from the United Kingdom. Banking business ceased in 1992 following the closure of NZI Bank, a banking subsidiary based in New Zealand.

The following table sets out the share capital and consolidated indebtedness of the Group as at 31st
December 1991 (as extracted from the audited assounts) as at 31st Researc December 1991 (as extracted from the audited accounts), as at 31st December 1991 (as at 31st
December 1991 (as extracted from the audited accounts), as at 31st December 1992 practicalle date before the addited accounts), as at 31st December 1992 (the latest
practicable date before the printing of this document) as extracted from the unaudited pre practicable date before the priming of this document) as extracted
results and as at 31st December 1992 adjusted to reflect the Placing:

	AS at 31.12.92 (Unaudited and adjusted) £m	As at 31.12.92 (Unaudited) £m	As at 31.12.91 (Audited) Em
Share Capital Ordinary Share Capital 87/1% Preference Share Capital 77%% Preference Share Capital Share Premium Account	112.4 140.0 110.0 68.7	112.4 140.0 68.9	108.7 3.5
Total Share Capital	431.1	321.3	112.2
Indebtedness Bank Loans and Overdrafts Other Short Term Loans Loan Debt	18.9 206.5 332.0	18.9 206.5 332.0	36.1 88.9 266.2
Banking Business Indebtedness			332.5
Total Indebtedness	557.4	557.4	723.7

The Loan Debt and Banking Business Indebtedness include secured and unsecured borrowings
of the Group. of the Group.

Save in respect of the scrip dividend issue referred to in paragraph 4(d) of this Pacing, in there has por of the scip arvacha issue release in in paragraph (q) of this Placing, and this Placing, a
since 31st December 1992 since 31st December 1992.

4. SHARE CAPITAL OF THE COMPANY

(a) As at 26th February 1993 (the latest practicable date before the printing of this document), the and 2017 - Solutify 1995 (the latest practicable date before the print.
authorised and issued share capital of the Company was as follows:—

	Authorised		lssued
	ﻨﺎ	No.	No.	0/0
Ordinary Shares Preference Shares	136,000,000 300,000,000	544,000,000 112,524,920 300,000,000 140,000,000	450,099,679 140,000,000	82.74 46.67

(b) As at 26th February 1993 (the latest practicable date before the printing of this document) the for and and 1993 thre for Ordinary Shares, granted under the SAYE and Executive Share
following options to subscribe for Ordinary Shares, granted under the SAYE and Executive Option Schemes operated by the Company were outstanding:

	Year Options Granted	No of Shares	Normal Period before exercise	Exercise Price per Share
SAYF	1985	3,372	7 years	247.5p
	1986	76,972	7 years	380p
	1987	131,405	5 or 7 years	430p
	1988	347,933	5 or 7 years	410p
	1989	200,998	5 or 7 years	435p
	1990	752,062	5 or 7 years	412.5p
	1991	446,724	5 or 7 years	440p
	1992	1,723,589	5 or 7 years	355p

Year Options Granted	No of Shares	Normal Period before exercise	Fxercise Price per Share
1986	16.118	3 to 10 years	409.5p
1987	108,190	3 to 10 years	499p
1989	132.820	3 to 10 years	485.5p
	230,074	3 to 10 years	505p
1990	347,961	3 to 10 years	495p
1991	198,911	3 to 10 years	554p
1992	242,204	3 to 10 years	420p

On 1st March 1993 the Board approved an offer of options under the General Accident 1990 SAYE Share Option Scheme to qualifying employees. The maximum number of shares that may be placed under option on this occasion is 3,200,000.

Save as disclosed above there is no capital of any member of the Group under option or agreed, conditionally or unconditionally, to be put under option by any member of the Group.

• (c) of variable rate convertible unsecured loan notes 1991, issued by a subsidiary of General Accident, was outstanding. These notes are convertible into Ordinary Shares in accordance with the terms of the notes at a conversion price of 442.6 pence per Ordinary Share or, if less, the average middle market price of the Ordinary Shares for the five business days prior to the day preceding conversion.
• (d) During the period from 1st January 1990 to 26th February 1993 (the latest practicable date before the printing of this document) the following shares have been issued by the Company or, prior to the Scheme of Arrangement referred to below becoming effective, General Accident Fire and Life Assurance Corporation p.l.c. (shares issued by the latter have been restated to reflect the effect of the Scheme of Arrangement):-

Employee Share Schemes

• (i) Scheme at a price of 513 pence per share on 12th April 1990.
• (ii) A total of 692,576 Ordinary Shares were issued at prices of between 135 pence per share and 440 pence per share on the exercise of options granted under the General Accident and 440 peried per share on the Units predecessor the General Accident 1982 SAYE Share Option Scheme.
• (iii) A total of 630,186 Ordinary Shares were issued at prices of between 409.5 pence per share / total of 030, roo Crainal Forums were were of options granted under the General Accident and 505 peries per only on Scheme and its predecessor the General Accident Executive Share Option Scheme.

Details of the terms and conditions of the schemes mentioned above are on pages 35 to 38.

Scrip Dividends

Ordinary Shares were issued to shareholders in lieu of cash dividends in respect of the ordinary Oranaly Shares Were tollowing dates by the Company and, prior to the Scheme of Arrangement, by General Accident Fire and Life Assurance Corporation p.l.c.

Date of dividend	No. of shares issued	Price per share
2nd January 1990	259.392	499.5p
2nd July 1990	539.852	506.9p
2nd January 1991	283,743	451.5p
1st July 1991	214,910	541.7p
2nd January 1992	84,128	507.7p
1st July 1992	267.268	466.9p
4th January 1993	372,173	531.5p

Property Services

In connection with the acquisition by General Accident Fire and Life Assurance Corporation p.l.c. of a number of companies transacting property services business, a total of 5,875,923 Ordinary Shares were issued to the vendors of the companies at prices of between 364.5 pence and 512.5 pence on the conversion of the companies at prices of between 364.5 pence and 512.5
and Life Assurance Cornersible unsecured loan notes issued by General Accident Fire and Life Assurance Corporation and consection for the assess acquired and convertible into on onlines of portion p.i.e. as part consideration for the assess acquired and convertible
vears following the acquisition of the period specified in the said loan notes years following the acquisition of the relevant company).

Scheme of Arrangement

Two shares of £1 in the Company were issued to the subscribers to the Memorandum of Association on the incorporation of the Company on 15th August 1989. These shares were subsequently
sub-divided into eight Ordinary Shares sub-divided into eight Ordinary Shares.

Pursuant to a Scheme of Arrangement sanctioned by the Scottish Court of Session under the Companies Act 1985 and which became effective on 5th July 1990, a 1,538, 148 Ordinary Shares were is a ret rest rest of the fine enect he city in 1900, 431, 38, 148 Ordinary Shares
were issued to the holders of shares in General Accident Fire and Life Assurance Corpo at a rate of two Ordinary Shares for each share then held.

Canadian Acquisition

13,500,000 Ordinary Shares were issued on 13th October 1992 at a price of 488 pence per share as the result of a placing. The proceeds of this issue were used to acquire the Canadian direct general insurance operations of Prudential Corporation ple

There has been no material change to the amount of issued Ordinary Shares of the Company or
the capital of any member of the Graup, in a 26th E. I the capital of any manse of the Group since 26th February Shares of the Company of on and of the and momber of the Group since 20th February 1993. Intra group issues by w
owned subsidiaries and pro rata issues by partly owned subsidiaries have been disregar

• (e) As at 26th February 1993 (the latest practicable date before the printing of this document) 750,540 Ordinary Shares, with a nominal value of £187,635, and 154,850,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000, - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - as commer conce, in 1,5 1,000, were new by centain of the Company in their capacity
  as custodian trustees for a number of unit trusts. In relation to these shares the Group does not hold any beneficial entitlement.
• (f) On 2nd September 1992 the Existing Preference Shares were issued at their par value of £1 each together with a premium of 0.885 pence per share.

5. THE CAPITAL OF THE COMPANY

• (a) The Memorandum of Association of General Accident provides that its principal object is to act
  as and carry on the business of a holding company The ship and the form as and carry on the business of a holding company. The objects of the Company are set out in Clause 4 of the Memorandum of Association which is available for inspection at the address set out in
  out in paragrandum of Association which is available for inspection at t out in paragraph 12 below.
• (b) The Articles of Association of the Company, with respect to share capital, provide inter alia that, subject to the souther of the Company, with respect to share capital, provide inter.
  shares --shares:-
  • (i) Company may by ordinary resolution decide or in default of such a resolution or specific provision within such a resolution, as the Board may decide.
  • (ii) the rights attaching to any class of shares for the time being issued may be varied with the consent in writing to any class of three-fourths in nominal value of the issued with the that class or withing of the houdinary resolution in the issued shares of
    that class or with the sanction of an extraordinary resolution duly passed at a separate general meeting of the holders of those shares.
• (c) The Company may by ordinary resolution increase its share capital, consolidate and divide all or any of its share capital into shares of larger amount or, subject to the UK Companies All or
  its shares or any of them into shares of larger amount or, subject to the UK Comp its shares or any of them into shares of a smaller amount and may as between the shares resulting from the sub-division, determine any of them may have any preference or advantage or be subject to any restriction as compared with the others or cancel any preference of been and issued or ageed to be issued at the outlers of the passing of sales which have not been
  issued or agreed to be issued at the date of the passing of such resolution and dimini of its share capital by the amount of the passing of such resolution and diminish the amount.
  Of its share capital by the amount of the shares so cancelled. Subject to the UK Companies Acts the Company may by special resolution reduce its share capital, on the UK
  redemotion reserve and any special resolution reduce its share capital, any capital, believ new the Company filay by special resolution reduce its share capital, any capital, any capital, any capital, s also problem see re and any share premium account in any way also, subject
  to the Atticles of Association of the Company and to the UK Companies Acts, purchase its own shares.
• (d) to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Companies Acts, to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
  • (ii) The Board is required to restrict the borrowings of the Company and to exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries so as to secure (but as regards subsidiaries only insofar as by the exercise of the rights or powers of control the Board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the Group (exclusive of borrowings owed by one member of the Group to another and borrowings by any member of the Group that carries on a banking business or that of a finance house) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to the adjusted capital and reserves as defined in the Articles of Association of the Company.
• (e) The following is a brief summary of certain rights, particularly in relation to voting, transfer and variation of rights attaching to the Ordinary Shares in the Company. The rights attaching to the Preference Shares, which are the same in all material respects as those attaching to the Existing Preference Shares, save as to the dividend terms and premium thereon, are set out in Part II of this document:-
  • (i) Dividend

Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from time to time declare dividends on the Ordinary Shares, but no dividend shall exceed the amount determined by the Board. Subject to the same provisions the Board may pay such interim dividends as appear to the Board to be justified by the financial position of the Company.

Any dividend unclaimed after a period of 12 years from the date when it became due for payment shall be forfeited and shall revert to the Company.

(ii) Capital

On a return of assets on a liquidation or winding-up, after payment of all liabilities and subject to the rights of the holder of any share with preferential rights on a return of capital, the remaining assets of the Company will be divided among the holders of the Ordinary Shares according to the number of Ordinary Shares held by them.

Variation of Rights (iii)

Subject to the provisions of the Companies Acts, all or any of the rights for the time being attached to any class of shares for the time being issued may, from time to time (whether or not the Company is being wound up), be varied with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of those shares. The provisions of the Articles of Association of the Company relating to general meetings shall apply equally to any separate class meeting, but so that (i) the necessary quorum shall be a person or persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class, (ii) every holder of the shares of the class shall be entitled to one vote for each of the shares of that class held by him, (iii) any holder of shares of the class present in person or by proxy may demand a poll and (iv) at any adjourned meeting of the holders of that class one holder present in person or by proxy (whatever the number of shares held by him) shall be a quorum.

(iv) Voting

Subject to any special terms as to voting upon which any shares may be issued or may for the time being be held and to any other provision of the Articles of Association of the Company, on a show of hands every member who is present in person at a general meeting of the Company shall have one vote, and on a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder.

Transfer (v)

Subject to the Articles of Association of the Company, a member may transfer all or any of his shares by an instrument of transfer in any usual form or in any other form which the Directors may approve. The Board may, in its absolute discretion and without giving any reason, decline to register any transfer of any share which is not a fully paid share and may also decline to register any transfer unless:-

• (A) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer,
• (B) the instrument of transfer is in respect of only one class of share, and
• (C) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

Directors and Other Interests c

(a) The following table shows the interests of the Directors in the Ordinary Shares as at 26th February 1993 (the latest practicable date before the printing of this document) as notified by the Directors in accordance with the provisions of Section 324 of the Companies Act 1985 and recorded in the register maintained by the Company in accordance with the provisions of Section 325 of the Companies Act 1985. All the interests are beneficial.

	Ordinary Shares	Options to Subscribe for Ordinary Shares
The Earl of Airlie	2,184	nil
R.W. Adam	4,184	nil
L. Bolton	2,872	nil
E.L. Botting	795	nil
Sir Anthony Cleaver	3,656	nil
W.F. Farnam	2,000	nil
Sir Nicholas Goodison	4,000	nil
B. Holder	4,046	107,329
Lord Macfarlane of Bearsden	37,670	nil
The Earl of Mansfield	5,454	nil
Sir Peter Middleton	2,295	nil
G.N. Morris	1,500	nil
Sir David Nickson	10,000	nil
The Hon. F.R. Noel-Paton	1,548	nil
W.N. Robertson	11,184	195,832
R.A. Scott	nil	68,747

Save as disclosed in the above table, no Director nor person connected with a Director, within the meaning of Section 346 of the Companies Act 1985, has an interest in any securities of the Company which are or will be listed.

(b) The register maintained by the Company in accordance with the provisions of Section 211 of the Companies Act 1985 shows that as at 26th February 1993 (the latest practicable date before the printing of this document) the following persons had reported an interest (beneficial or otherwise) in 3% or more of the Ordinary Shares:

Ordinary Shares	Percentage of issued share capital
14,600,908	3.24
14,067,746	3.12
22,616,035	5.02
15,808,894	3.51

* Non-beneficial ownership

• (c) It is the Company's intention to introduce written service contracts for the executive Directors but as at 26th February 1993 (the latest practicable date before the printing of this document) no written service contracts were in existence.
• (d) The aggregate of the remuneration and benefits in kind granted by members of the Group to the Directors for the financial year ended 31st December 1992 was £1,741,222.
• (e) There are no transactions between the Directors and the Company or any of its subsidiaries in either the current financial year to 26th February 1993 (the latest practicable date before the printing of this document) or in the financial year ended 31st December 1992 which are ow vee unusual in their nature or conditions or significant to the business of the Group. There or no transactions between the Directors and any member of the Group in earlier financial periods which are or were unusual in their and and on the Group in earlier innuncial periods
  and a big and which remain in any respect outstanding or unperformed.

(f) As at 26th February 1993 (the latest practicable date before the printing of this document), the following loans have been granted by a subsidiary company to the executive Directors of the Company under the staff house purchase scheme on the same terms and conditions as are applicable to all eligible members of staff. These loans were granted under the staff house purchase scheme at annual rates of interest between 3.5% and 9.5%. These loans are secured on private residences and policies maturing at various dates or on the earlier death of the borrower.

	A Status Canada Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Cara Car
3. Holder	£30,000
N.N. Robertson	£14.798
R.A. Scott	£30.000

Amount Outstanding

7. GENERAL ACCIDENT EMPLOYEE SHARE SCHEMES

General Accident operates a number of share schemes for the benefit of its employees, further details of which are described below. In addition, the Directors have authority to establish additional share schemes provided that such additional schemes contain limitations which are consistent with those summarised in paragraph (d) below and that such schemes do not confer benefits on an employee which are greater than those which he could receive under the schemes described below apart from any limitations on such benefits imposed by the Income and Corporation Taxes Act 1988 (the "Taxes Act").

Certain provisions of these schemes may be amended by the Directors, or an appropriate committee, but their basic structure (and in particular the limitations on participation and on the number of Ordinary Shares that may be issued thereunder) cannot be altered to the advantage of employees or participants without the prior sanction of General Accident in general meeting except where such amendments are made either to take account of changes in the Taxes Act or in order to mitigate, take account of or comply with relevant overseas taxation, securities and exchange control laws.

Application will be made for Ordinary Shares issued pursuant to the schemes to be admitted to the Official List. Shares so issued will rank pari passu with existing Ordinary Shares save as annited to the attaching to shares by reference to a record date preceding the date of allotment. In addition, in the case of the schemes described in paragraph (a) below, the Directors may determine that shares shall not rank for a dividend payable in respect of a period beginning before the date of their issue.

(a) Profit Sharing Schemes

(i) The General Accident 1990 Profit Sharing Scheme

The scheme is constituted by a trust deed. All employees (including executive directors) resident in the UK or the Channel Islands or the Isle of Man who have served General Accident or any subsidiary nominated to join the scheme throughout the financial year in question and are still in service on the date of the announcement of the results of that financial year are eligible to participate in the scheme. Other employees may be invited to participate at the Directors' discretion.

In any year in which the Directors decide to operate the scheme, the participating companies provide the trustee with funds to enable it to subscribe for and/or purchase Ordinary Shares for appropriation to eligible employees: the amount of the funds thus made available, and the amount available for each individual employee, is determined by the Directors. The maximum value of Ordinary Shares which may be appropriated to an eligible employee may not exceed that permitted by the Taxes Act from time to time.

The maximum amount which may be made available in respect of any financial year by the Group for the purposes of acquiring shares pursuant to this and similar schemes may not exceed 5% of the total profits (before tax and extraordinary items and before taking account of any sums set aside for the purposes of all such schemes) for that year of the Group. The maximum amount which may be made available for the purposes of this scheme may not exceed 5% of the aggregate of (a) that part of the total profits aforesaid as, in the opinion of the Directors, is attributable to the UK operations of the Group and (b) dividends remitted to the UK from overseas subsidiaries.

The subscription price for each Ordinary Share subscribed under the scheme may not be less than the higher of (i) an amount equal to the arithmetic average of the middle market quotations of an Ordinary Share, as derived from the Official List, for the first five dealing days immediately following the announcement of the Company's final results and (ii) the nominal value of an Ordinary Share.

As required by the provisions of the Taxes Act, shares acquired by the trustee are held by it for a minimum period of two years during which they may not be sold except in the case of for a minimaling the age of 60 years or cessation of service by reason of redundancy or disability. For the following three years the trustee retains such shares unless the employee concerned wishes to sell or otherwise dispose of them and thereafter transfers them to the employee concerned.

The individual employee is the beneficial owner of the Ordinary Shares and all dividends and other distributions received in respect of the shares are passed on to the employee concerned by the trustee as soon as practicable after receipt, subject to the requirements of the Taxes Act. The trustee votes in accordance with the wishes of the employees provided employees have given the trustee prior voting instructions in writing.

(ii) The General Accident Republic of Ireland Profit Sharing Scheme

This scheme is similar to The General Accident 1990 Profit Sharing Scheme, except where necessary to reflect tax legislation in the Republic of Ireland. This scheme provides for employees and executive directors of General Accident or any nominated subsidiary in the Republic of Ireland to receive an appropriation of Ordinary Shares, based on the profit attributable to the Republic of Ireland operations of General Accident.

No appropriations have to date been made under either The General Accident 1990 Profit No uppropriations nations nations Republic of Ireland Profit Sharing Scheme.

(iii) The General Accident Profit Sharing Scheme

This scheme, which is identical in all material respects to The General Accident 1990 Profit Sharing Scheme, was established by the former holding company of the Group, General Accident Fire and Life Assurance Corporation p.l.c. In accordance with the Scheme of Arrangement which became effective on 5th July, 1990, Shares in General Accident Fire and Alfangement which became enced of the trustees of this scheme were exchanged for Elle Assurance Corporatible on. No further allocations may be made under this scheme.

(b) SAYE Share Option Schemes

(i) The General Accident 1990 SAYE Share Option Scheme

The scheme is operated and administered by the Directors. All employees resident in the I IK or the Channel Islands or the Isle of Man who have two or more years of continuous OK of the Channel Accident, or any subsidiary nominated to join the scheme, may be invited to apply for options to acquire, whether by purchase or subscription, Ordinary Shares. Other employees may be invited to join at the Directors' discretion.

Invitations to apply for options may only be issued in the period starting three weeks before mintations to apply for options may office be issued in the pAccident's results for any period. and ending six weeks anter the annount an option. No further options may be granted after 28th March 2001. Options are non-transferable.

Each eligible employee is given the opportunity to apply for an option over a number of Each Cligible Employee 15 given the opportune of which does not exceed the monthly contributions Ordinary Shares, the total encreas-You-Earn (SAYE) contract to be entered into as a and bonus the grant of the option. The aggregate maximum monthly contribution payable Condition of the grant of the option. The agains no schemes approved under the Taxes Act may not exceed £250.

The exercise price may not be less than the higher of (a) 80% of the average of the middle market quotations of an Ordinary Share, as derived from the Daily Official List, for three market quotations of an Oramal) onathe announcement of the results) selected by the Consecurive dealing days (following with the date of grant; and (b) the nominal value of an Ordinary Share.

In normal circumstances, an option may only be exercised while the participant remains in normal circumstances, an option may during the period of six months starting with the employed within the Group and them elated SAYE contract is payable, that is the fifth or date on which the bonus and of the SAYE contract. Earlier exercise is permitted where the seventicipant attains the age of 60 or 65 or in certain circumstances where the participant's purnelpant attains the event of a change in control, reorganisation, amalgamation employment tentinates of in the event of a clainle in control, roof should be of the only of the of voluritary

(ii) The General Accident 1982 SAYE Share Option Scheme

This scheme, which is identical in all material respects to The General Accident 1990 SAYE Share Option Scheme, was established by General Accident Fire and Life Assurance Corporation p.l.c. On the Scheme of Arrangement becoming effective, participants in this Corporation p.n.e. On the exchange their options over shares in General Accident Fire and Life Assurance Corporation p.l.c. for options over twice as many Ordinary Shares but at the Ene Assurance Gorporan of Service. No further options may be granted under this scheme.

• Executive Option Schemes (c)
  • (i) The General Accident 1990 Executive Share Option Scheme

The scheme is operated and administered by a committee of the Directors, a majority of the members of which are non-executive directors.

Participants in the scheme are selected by the committee. Participants are limited to such employees (including executive directors) of the Group as are required to devote substantially the whole of their working time to their duties to the Group.

Options to acquire (whether by purchase or subscription) Ordinary Shares may normally only be granted in the six weeks following the announcement of the results of General Accident for any period. No payment is required for the grant of an option. No further options may be granted after 19th August 2001. Options are non-transferable.

The exercise price may not be less than the higher of (i) an amount equal to the arithmetic average of the middle market quotations of an Ordinary Share, as derived from the Daily Official List, for the three dealing days immediately preceding the date of grant and (ii) the nominal value of an Ordinary Share.

The maximum number of Ordinary Shares over which an employee may be granted an option to subscribe for Ordinary Shares at any date, when added to those in respect of which he has been granted options to subscribe in the previous ten years under the scheme and any similar scheme (except to the extent already exercised) of General Accident or its predecessor, is limited so that the aggregate cost does not exceed four times the participant's annual remuneration (as defined in the scheme).

Options are normally exercisable not earlier than three years and not later than ten years after grant and then only whilst the participant remains employed within the Group. Earlier exercise is, however, permitted in certain circumstances where the participant's employment terminates or in the event of a change in control, reorganisation, amalgamation or voluntary winding-up of General Accident. The terms of options may be adjusted in the event of certain changes in the share capital of General Accident.

(ii) The General Accident Executive Share Option Scheme

This scheme was established by General Accident Fire and Life Assurance Corporation p.l.c. and its terms are substantially similar to those of The General Accident 1990 Executive Share Option Scheme. Upon the Scheme of Arrangement becoming effective, holders of options Option Schemer open the mited to exchange their options over shares in General Accident Fire and Life Assurance Corporation p.l.c. for options over twice as many Ordinary Shares but at the same aggregate exercise price. No further options may be granted under this scheme.

Share Scheme limits (d)

The schemes are subject to the following overall limits on the number of Ordinary Shares which may be acquired by subscription:-

• (i) not more than 32 million Ordinary Shares may be issued under each of the schemes established by General Accident and/or its subsidiaries;
• (ii) in any year not more than 1% of the issued Ordinary Share capital for the time being may be subscribed by the trustees of the schemes referred to in paragraph (a) above;
• (iii) in any three year period not more than 3% of the issued Ordinary Share capital for the time being may in aggregate be so subscribed by the trustees or placed under option under the share option schemes;
• (iv) in any ten year period not more than 10% of the issued Ordinary Share capital for the time being may in aggregate be so subscribed by the trustees or placed under option under the share option scheme;
• (v) in any ten year period not more than 5% of the issued Ordinary Share capital for the time in any ten year period not more than 5% of the issued Organia, only of the Share Option Scheme;
• (vi) in the four year period ending on 19th August 1995 not more than 2.5% of the issued in the four year penod ending on 19th August 1995 hounder option under The General Accident 1990 Executive Share Option Scheme.

For the purposes of the limits described in (iii) to (vi) above, options which lapse by reason of For the purposes of the imits described in (ii) (v (vr) doove) bp.mor incescribed in (ii), (iv) and non-exercise or otherwise cease to count. For the purpose of the minister of General (V) above shares Issued, and options granced, under the enfiged to have been issued, on as
Accident Fire and Life Assurance Corporation p.l.c. will be deem issued. Whene, how Accident Fire and Life Assurance Corporation p.i.e. This be General Accident. Where, however, the case may be, gramed under the compansible schemise of earlier options, the earlier options, the earlier options, those options were granted in consideration of the release of carions are deemed to have been are left out of account in applying the inints and the substitute of The limit in (i) above may be granted on the date on which the capital of General Accident.

TAXATION 8.

Under current UK taxation legislation, no withholding tax will be deducted from dividends paid (a) Under current UK laxation legislation, no withinolog tax will be accusiver is required to make by the Company in respect of the Fictered Shares: Hororo, Mis paid on any shares. The rate an advance payment of corporation lax ( ACT ) when a drivently equals of any of the mail
of ACT is fixed by reference to the basic rate of income tax and currently equals 25% of the cash dividend and the related ACT.

A UK resident individual shareholder receives a tax credit which is imputed to any cash dividend A UK resident individual sharefouch to 25/75ths of the dividend and The tax credit will received and which, at current rates, is equal to 27/7 sths of the income tax on the dividend
satisfy in full a UK resident individual shareholder's links and users on the en satisty in full a UK resident individual shareholder shability to base and only (fi appropriate).
plus the tax credit, leaving such shareholder liable to higher rate income t plus the tax credit, leaving such sharenolder liable to income tax at a rowy (r upport).
If the individual is not liable to income tax or is liable to income tax at a the bas If the individual is not frable to income tax on is nable to meone and works.
rate, the tax credit may be reclaimed, in whole or in part, from the Inland Revenue.

rate) the tax to corporate shareholder is not liable to UK corporation tax on any dividend received.
A UK resident corporate shareholder is not liable to seme in the bands A UK resident corporate shareholder is not nable to OK corporation carrent income in the hands
and the dividend and associated tax credit will represent franked investment in of such a shareholder.

or sach a shareness.
Shareholders in the Company who are not resident in the light disclaim from the Shareholders in the Company who are not resident the oit nivel on the nitilement will Inland Revenue a proportion of the lax credit realing to the arracents on convention which depend, in general, upon the provisions of any double laxations of the marked of exists between the UK and their country of resident in their control. Any person who is
subject to foreign taxation on dividend income in their counting of the double twation subject to foreign taxation on alvidend income in their county of recrion of the double taxation not resident in the OK should consult mis own tax admiser of the possible
provisions (if any) applying between his country of residence and the UK.

• provisions (in any) (if any) (if ) = (' ) = (' = ) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = A disposal of the Preference Shares Inay, after taking account of Capital of Charital, gains for to a chargeable gain (or allowable loss) for the purposes of OK addin or capital and one of shareholders who are resident of ordinanty resident in the UK and , in the UK through a branch or resident shareholders who carry off a frade, preference Shares are held.
• agently in Shires of Preserve tax ("SDRT") will be payable on the issue of the Preference
  Shares. Transfers of Preference thares once registered will be liable to stampes of Shares. Transfers of Preferice Shares once registered will be name to starter the Preference
  rate of 50p per £100 (or part thereof) of the price paid. Agence the Preference rate of 50p per £100 (or part mereon) or the price paid. As to to to to to to transmit within in within Shares may be subject to SDRT also generally at the rate of 500 per 2100 (or partment).
  2 months of such agreement a transfer of the Preference Shares to which the agreement 2 months of such agreement a want of and duly stamped.
• in the Preference Shares are assets situated in the UK for the purposes of UK inheritance tax. A gift The Preference Shares are assets situated in the Un the United to critin exemplians and only of the more on in the more in of such assets or the death of a notder of such assess may (Judges is neither doniciled or reliefs) give fise to a liability to OK innemance tax, even individual ("the donor") to be deemed to be domiciled in the UK. A gift of Freelences where the closes of an marritale (and of the one or more individuals absolutely of to Certain frusts, in circumstances where the death of the donor, be exempt from inheritance tax.

The above summary reflects certain aspects of current law and practice in the UK at the date of The above summary reflects certain aspects of this summary may not apply to certain classes of
these Listing Particulars. However, all or part of this summary may not apply t these Listing Particulars. However, an or part of this summary may doubt as to their personal
person (such as dealers). Holders of Prefecence Shares who are in any doubt a co person (such as dealers). Holders of Preference Shares who are in any other jurisdiction should consult their professional advisers.

38

9. Principal Subsidiaries and Other Investments

(a) The principal companies in the General Accident Group and percentage of ordinary share capital

Company and Registered Office	Nature of Business	Issued Capital	Paid up Value	General Accident Owned
General Accident Fire and Life Assurance Corporation p.l.c. Pitheavlis, Perth, PH2 ONH, UK	General Insurance	£54,192,268	£54,192,268	100%
General Accident Life Assurance Limited 2 Rougier Street, York, YO1 1HR, UK	Life Assurance	£1,000,000	£250,000	100%
General Accident Linked Life Assurance Limited	Group Life Assurance and Pension Schemes	£500,000	£250,000	100%
2 Rougier Street, York, Y01 1HR, UK The Guarantee Society Limited Becket House, 87 Cheapside, London EC2V 6AY, UK	General Insurance	£300,000	£300,000	100%
The Road Transport & General Insurance Company Limited 77 /83 Upper Richmond Road, London, SW15 2TA, UK	General Insurance	£500,000	£500,000	100%
Scottish Boiler and General Insurance Company Limited Pitheavlis, Perth, PH2 0NH, UK	General Insurance	£1,500,000	£1,500,000	100%>
Scottish General Insurance Company Limited Pitheavlis, Perth, PH2 ONH, UK	General Insurance	£2,000,000	£2,000,000	100%
GA Bonus plc Pitheavlis, Perth, PH2 ONH, UK	General Insurance	£34,000,000	£34,000,000	100%
General Accident Reinsurance Company Ltd Becket House, 87 Cheapside,	Reinsurance	£18,500,000	£18,500,000	100%
London, EC2V 6AY, UK Scottish Insurance Corporation Limited	General Insurance	£500,000	£500,000	100%
Pitheavlis, Perth, PH2 ONH, UK The Yorkshire Insurance Company Limited 2 Rougier Street, York, YO1 1HR, UK	General Insurance	£2,250,000	£2,250,000	100%
Timberlaine Properties plc Amelia House, Crescent Road, Worthing, BN11 1RP, UK	Property Investment and Development	£1,243,530	£1,243,530	100%
GA Property Services Limited Victoria House, Hampshire Court, Monarch Road, Newcastle Business Park, Newcastle upon Tyne, NE4 7YJ, UK	Property Services	£54,000,000	£54,000,000	100%
General Accident Credit Services Limited Becket House, 87 Cheapside,	Financing Payment of Premiums by Policyholders of the Group	£25,000	£25,000	100%>
London EC2V 6AY, UK GA Investment Management Services Limited Becket House, 87 Cheapside, London, EC2V 6AY, UK	Investment Management	£500,000	£500,000	100%
The Lancashire & Yorkshire Reversionary Interest Company Limited Arkwright House, Parsonage Gardens,	Purchase of and Granting Loans on the Security of Reversions and Life interests	£462,500	£462.500	100%
Manchester, M3 2LF, UK General Accident Insurance Company	General Insurance	\$4,000,000	\$4,000,000	99.9%
of America 436 Walnut Street, Philadelphia, Pa 19105, USA
The Camden Fire Insurance Association 400 Fellowship Road, M Laurel, New Jersey 08052, USA	General Insurance	\$2,500,000	\$2,500,000	dd dry
Hawkeye-Security Insurance Company 4200 University Ave., West Des Moines, lowa 50265, USA	General Insurance	\$655,480	\$655,480	99.90%
Pennsylvania General Insurance Company 436 Walnut Street, Philadelphia,	General Insurance	\$2,400,000	\$2,400,000	dd. dry
Pa 19105, USA The Potomac Insurance Company of Illinois 2455 Cornorato Dr Licla 116053 115A	General Insurance	\$3,000,000	\$3,000,000	100%

Company and Registered Office	Nature of Business	Issued Capital	Paid up Value	Cieneral Accident Owned
Oregon Automobile Insurance Company	General Insurance	\$1,500,000	\$1,500,000	100%
1675 S.W. Marlow Avenue, Portland OR97225, USA Silvey Corporation 3301 West Broadway, Columbia	General Insurance	\$100,000	\$100,000	99.9%
Mo 65203, USA NZI Insurance Australia Limited 9th Floor, 10 Spring Street, Sydney,	General Insurance	A\$33,750,000	A\$33,750,000	100%
NSW, 2000, Australia La Brabanconne S.A. Belge d'Assurances Avenue Louise 390, 1050 Brussels,	General Insurance	BF50,000,000	BF50,000,000	94.9%)
Belgium General Accident Companhia de Seguros	General Insurance and Life Assurance	Cr\$29,704,705,047 Cr\$29,704,705,047		86.4%
Av. Alm. Barroso, 52-24th floor, Rio de Janeiro, RJ 2003 1-000 Brazil The General Accident Assurance Company of Canada 2 First Canadian Place, Suite 2600, PO Box 410, Toronto, Ontario,	General Insurance	Cdn\$2,186,310	Cdn\$2,186,310	99.9%
Canada Pilot Insurance Company 90 Eglinton Ave West, Toronto, Ontario,	General Insurance	Cdn\$511,250	Cdn\$511,250	100%
Canada The Prudential Assurance Company of England Property and Casualty (Canada) Suite 406,	General Insurance	Cdn\$98,583,000	Cdn\$98,583,000	100%
141 Adelaide Street West, Toronto, Ontario, Canada General Accident Insurance Company Kenya Limited 1 3th Floor, ICEA Building,	General Insurance	K. Sh 11,176,480	K.Sh 11,176,480	51%
Kenyatta Avenue, Nairobi, Kenya Straits & Island General Insurance Sdn Bhd 4th Fl, Wisma Equity, 150 Jalan Ampang,	General Insurance	M\$20,000,000	M\$20,000,000	59.7%
Kuala Lumpar, Malaysia NZI Corporation Limited 3-13 Shortland Street, Auckland,	Holding Company	NZ\$475,890,271	NZ\$470,668,488	100%
New Zealand General Accident Pacific Limited 3-13 Shortland Street, Auckland,	Holding Company	NZ\$20,000,000	NZ\$20,000,000	100%
New Zealand NZI Insurance New Zealand Limited 3-13 Shortland Street, Auckland,	General Insurance	NZ\$95,000,000	NZ\$95,000,000	100%
New Zealand The New Zealand Insurance Company Limited 3-13 Shortland Street, Auckland,	General Insurance	NZ\$100,000,000	NZ\$100,000,000	1 00%
New Zealand The New Zealand Insurance Life Limited	Life Assurance	NZ\$35,000,000	NZ\$35,000,000	100%
3-13 Shortland Street, Auckland, New Zealand The South British Insurance Company Limited	General Insurance	NZ\$23,276,000	NZ\$23,276,000	100%
3-13 Shortland Street, Auckland, New Zealand Aktiv Forsikring AS Sandviksvelen 176, 1300 Sandvika,	General Insurance	Nkr20,200,000	Nkr20,200,000	100%
Baerum, Oslo, Norway General Accident Insurance Company Puerto Rico Limited 1052 Munoz Rivera Avenue, 15th Floor,	General Insurance	US\$1,825,000	US\$1,825,000	88%
Rio Piedras, Puerto Rico General Accident Life Assurance Company of Puerto Rico Inc. 1052 Munoz Rivera Avenue, Rio Piedras,	Life Assurance	US\$800,000	US\$800,000	86.5%
Puerto Rico General Accident Insurance Company South Africa Limited 8th Floor, General Building,	General Insurance	R5,280,490	R5,280,490	51.5%
110 Jorissen St., Johannesburg, South Africa General Accident Insurance Company (Zimbabwe) Limited General Building, Corner Jason Moyo Avenue and Angwa Street, Harare, (PO Box 1510), Zimbabwe	General Insurance	Z\$3,750,000	Z\$3,750,000	74.7%

(b) The Group has the following shareholding which is held on a long term basis and exceeds 10% in nominal value of the issued share capital of the following undertaking:--

McKay Securities PLC

(i)	Registered office:	20 Greyfriars Road, Reading, Berkshire, England, RG1 1NL
(11)	Country of incorporation:		England
( ( ( ) )	Nature of business:	Property investment and development principally in the UK
(iv)	Issued share capital as at 31st March 1992:		£5,525,709
(v)	Paid up as at 31st March 1992:		100%
(vi)		Percentage of issued share capital owned by the Group as at 31st March 1992:	23%
	(vii) Consolidated reserves as at 31st March 1992:		£56,216,000
	(viii) Dividends received during year ended 31st December 1992:		£433,000
(ix)	Profit after tax for the year ended 31st March 1992:		£2,463,000
(x)		Market value of the Group's shareholding as at 31st December 1992:	£6,856,000
		(xi) Amount of debt owed to the Group by McKay Securities PLC
	as at 31st December 1992:		£2,500,000

(c) On 1st October 1990, General Accident Insurance Company of America acquired the share capital of Silvey Corporation, a group located in the United States engaged in general and long term insurance business. 10,000 shares were acquired for a cash consideration of £44.9m.

On 1st July 1991, General Accident Insurance Company of America acquired the share capital of Hawkeye-Security Insurance Company, a company located in the United States engaged in property and casualty insurance. 655,480 shares were acquired for a cash consideration of £59.6m.

During the year ended 31st December 1991 the acquisition by General Accident Fire and Life Assurance Corporation p.l.c. of Aktiv Forsikring AS, a Norwegian insurance company was confirmed. 1,010,000 ordinary shares were acquired for a cash consideration of £9.8m.

On 7th October 1992, the Group announced that it had agreed to purchase the direct general insurance businesses of Prudential Corporation plc in Canada. Following receipt of the necessary local regulatory consents, the acquisition was completed on 30th November 1992 for a consideration of Canadian \$141.5m, equivalent on that day to £72.5m.

Since 30th November 1992 there have been no significant acquisitions made by the Group.

10. MATERIAL CONTRACTS

The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by any member of the Group within the two years preceding the date of this document and are, or may be, material:-

• a placing agreement dated 2nd September 1992 between (i) the Company and (ii) Hoare Govett, (a) Schroders and Salomon Brothers whereby each of Hoare Govett, Schroders and Salomon Brothers sembally agreed to use reasonable endeavours to procure subscribers or to subscribe for a proportionate part of the Existing Preference Shares;
• (b) a placing agreement dated 7th October 1992 between (i) the Company and (ii) Hoare Govett and Schroders whereby each of Hoare Govett and Schroders jointly and severally agreed to use reasonable endeavours to procure subscribers or to subscribe for a proportionate part of the 13,500,000 Ordinary Shares placed; and
• (c) the Placing Agreement referred to in Part IV of this document.

11. GENERAL

• (a) The registered office of the Company is at Pitheavlis, Perth, Scotland, PH2 0NH which is also its principal place of business.
• (b) The average number of persons employed by the Group in the last three full financial years was as follows:-
  • (A) to 31st December 1990 30,052
  • (B) to 31st December 1991 28,956
  • (C) to 31st December 1992 25,750
• (c) The Group is not involved in any legal or arbitration proceeding which may have or has had during
  and contraction and any and in the date of this document a signific The Group is not involved in any legal or arbitration proceeding whith have than in and involving in the financial position
  the 12 months preceding the Directors are aware is the 12 months preceding the date of this document a significant ence on the manel of the management
  of the Group, nor so far as the Directors are aware, is any such proceedin against any member of the Group.
• against ally member of the brook.
  (d) Save as disclosed in Parts Land VI of this document, there has been no significant change in the Save as disclosed in Parts Land V of this document, there has been no significal to be latest of the latest
  trading or financial position of the Group since 31st December 199 trading or financial position of the Croup. These results included an estimate of the Market
  trading or financial position of the Group. These results included an estimate of published preliminary results of the Group. These rounds
  per share and solvency margin worldwide as at 26th February 1993.
• per share and solvency marker were Placing and listing of the Preference Shares, including
  The expenses of and incidential we concession and distribution costs, the commissio The expenses of and incidental to the Placing of the richerse markers, and any and and (e) registration and listing fees, printing, advertising and olsmillers in the professional
  to Hoare Govett, Salomon Brothers and Schroders and legal, accounting and are payable to Hoare Govett, Salomon Brothers and Schroders and legal, accounting and other provinced to and are payable by the Company.
• the Company.
  Hoare Govett, Salomon Brothers and Schroders are members of The Securities and Futures
  Collection Hority I Authority Limited.
• All Althony Linited.
  The financial information to General Accident and the Croup contained in this document.
  The financial in the Accounts of the Croup. This information toge The financial information in the Group. This information together within examiner with the statutory
  does not constitute statution the Croup. This information together 1989, does not constitute statutory account of the Group. This information rogenier This Production
  accounts of General Accident for the three financial years ended 31st December 1 accounts of General Accident for the throughter of Companies.
  1991 have been delivered to the Registrar of Companies.
• The auditors of General Accident Fire and Life Assurance Corporation p.l.e. and Childers of Childers
  of Arrangement in 1990, General Accident Fire and Life Assuranies of Gene of Arangement in 1990, General Accident Fire and Life Ssuance Colporations of General
  a report under Section 235 of the Companies Act 1985 on the statusty of General of the o Accident or the former parent company, General Accudent Time and Mich were qualified within the within the within the p.l.c. for each of the 3 years ended 31 December 1991 none of which well and the mail of the
  meaning of Section 262 of the Companies Act 1985 or contained a statement made un meaning of Section 202 of the Companies Act 1985.

12. DOCUMENTS FOR INSPECTION

TT . DOCUMENTS FOR INSTECTIOn
Copies of the following documents will be available for inspection at the offices of Slaughter and May, and Copies of the following documents will be available for inspection at the online in the only
35 Basinghall Street, London EC2V 5DB during normal business hours on any weekday 35 Basinghall Street, London EC2 V SDB duning homal backed
public holidays excepted) for 14 days from the date of this document:—

• (a) the Memorandum and Articles of Association of the Company;
• (b) the consolidated accounts of the Group for the two financial periods ended 31st December 1
  0 1991 and 1990;
• (c)
• (d) the latest draft of the service contracts referred to in paragraph 6(c) above.

PART VI - UNAUDITED PRELIMINARY RESULTS OF

General Accident Group

Results for year ended 31st December 1992:

	1992 £m	1991 £m
Premium Income - General Business - Long Term Business	3,831.5 790.4
	4,621.9	3,770.9
Investment Income	504.9	448.8 (0.8)
NZI Bank Result Estate Agency Result Underwriting - General Business Result Long Term Business Profits	(18.8) (510.1) 34.8	(17.8) (569.1) 27.0
Less Interest on Loans	10.8 40.1	(111.9) 59.7
Loss before Taxation Taxation - UK and Overseas	(29.3) (4.1)	(171.6) (33.6)
Loss after Taxation Minority Interests	(25.2) 1.7	(138.0) 1.4
Net Loss attributable to Shareholders	(26.9)	(139.4)
Earnings per Ordinary Share	(7.0p)	(32.1p)
Dividend per Ordinary Share	26.75p	26.75p
Net Assets per Ordinary Share	331p	316p
Principal exchange rates used in translating overseas results:
USA Canada	\$1.51 \$1.93	\$1.87 \$2.16

Notes

1. This statement does not comprise the audied statutor accounts for the year ended 31st December 1992.
   which will be published on the for the full year 1991 are also s which will be published on 507. The results for the rail your results of thout qualification and filed with the Registrar of Companies.

2. Following the previously reported closure of NZI Bank, no separate result is reported in respect of 1992.

Commenting on the results, Mr Nelson Robertson, General Accident's Chief General Manager, said:

"Action taken to contain operating costs and introduce more selective underwriting procedures has proved increasingly effective and we have reported a substantial recovery in our operating performance for 1992. An improvement of almost £143m at the pre-tax level has been achieved even after incurring substantial losses on Hurricane 'Andrew'.

"In the fourth quarter there was a profit of £6m despite additional claims on Hurricane 'Andrew' of £20m which were partly due to £9m of losses through our now discontinued treaty reinsurance operations in the London Market. Total losses on Hurricane 'Andrew' - which is the largest insurance loss ever recorded -- are now estimated at £65m and but for this factor we would have reported a welcome and significant return to profitability in 1992.

"In the UK, an accelerating trend of quarterly improvement has produced a substantial reduction in underwriting losses.

"In the US, losses on Hurricane 'Andrew' have masked some encouraging signs of underlying improvement as successful rating action begins to impact on Commercial as well as Personal lines.

"In Canada, where we have significantly increased our premium income following an important acquisition, we have continued to outperform the market. The Pacific also produced an excellent result, but conditions in Europe, where further remedial action has been taken, are not encouraging.

"Net investment income has shown a very satisfactory advance and our borrowings have been reduced. Our Life operations have made outstanding progress during the year and Life premium increases in the UK are encouraging, particularly when compared with the rest of the market.

"Underlying trends are now in the right direction and as conditions in the insurance market improve we are well placed to take advantage of opportunities for profitable growth where this can be achieved while maintaining the quality of our portfolio.

"With this in mind, we believe conditions are now right to make a second issue of preference shares to raise a further £110m, which will again enable us to repay some short term debt and provide the flexibility we need to benefit from available opportunities. Positive underwriting trends have continued in the early part of the current year despite losses in connection with flood damage in the Perth and Tayside region which are estimated at £15m."

ANALYSIS BY TERRITORY OF GENERAL BUSINESS PREMIUM INCOME AND UNDERWRITING RESUIT

	1992		1991
	Premium Income £m	Underwriting Result £m	Premium Income £m	Underwriting Result Em
UK	1,251.2	(175.2)	1,172.0	(341.9)
USA	1,317.9	(210.5)	981.8	(120.2)
Canada	460.1	(18.7)	390.4	(9.3)
Pacific	336.5	(8.5)	283.6	(26.0)
Europe other than UK	214.4	(36.7)	181.4	(27.7)
Other Overseas London Market Business including	105.1	(12.5)	89.1	(9.1)
Internal Reinsurance	146.3	(48.0)	120.7	(34.9)
	3,831.5	(510.1)	3.219.0	(569.1)

LIFE BUSINESS

UK new business production was as follows:

	1992	1991
	Em	£m
New Life and Annuity Premiums
Annual	57.2	51.6
Single	334.4	189.3

FINAL DIVIDEND FOR THE YEAR ENDED 31ST DECEMBER 1992

The Directors have decided to recommend to the ordinary shareholders at the Annual General Mceting to be held on 28th April 1993, a final dividend of 17.05p per share (1991 equivalent 17.05p), payable on or after 1st July 1993, to shareholders on the Register of Members at close of business on 7th May 1993. The total dividend for the year of 26.75p per share (1991 equivalent 26.75p per share) will cost £120.2m (1991 £116.4m). The Directors propose to offer shareholders the opportunity to receive fully paid ordinary shares in the Company in lieu of the cash dividend.

NET ASSETS PER ORDINARY SHARE/WORLDWIDE SOLVENCY

	Current (as at 26.02.93)	31.12.92	31.12.91
Net Asset Value per share	363p	331p	316p
Solvency Margin Worldwide	43.3%	41.5%	42.6%

These calculations take no account of the value of the long term assurance business. Current figures are estimated and include an appropriate amount for dividend and trading result up to 26th February 1993. Solvency margin worldwide at 31st December 1992 and 26th February 1993 includes a full year estimate of premium income in respect of direct general insurance business acquired from Prudential in Canada on 30th November 1992.

The net asset value of the Group at the year end was £1,629m (1991 £1,373m).

REGISTERED OFFICE OF THE ISSUER

Pitheavlis Perth Scotland PH2 0NH

LEAD MANAGER AND BROKER TO THE PLACING

Hoare Govett Corporate Finance Limited 4 Broadgate London EC2M 7LE

CO-MANAGERS TO THE PLACING

Salomon Brothers International Limited Victoria Plaza 111 Buckingham Palace Road London SW1W OSB

J. Henry Schroder Wagg & Co. Limited 120 Cheapside London EC2V 6DS

LEGAL ADVISERS

To the Issuer

Slaughter and May 35 Basinghall Street London EC2V 5DB

AUDITORS

KPMG Peat Marwick Chartered Accountants 24 Blythswood Square Glasgow G2 4QS

REGISTRAR

To the Placing

Clifford Chance

200 Aldersgate Street

London EC1A 4JJ

Lloyds Bank Plc Registrar's Department The Causeway Worthing West Sussex BN99 6DA