Close Brothers Group PLC

AGM Information • Nov 18, 2010

CLOSE BROTHERS GROUP PLC

Annual General Meeting

18 November 2010

The following resolutions were passed as Special Resolutions by the members at this meeting:

Special resolutions

• 1. That, if resolution 14 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:
• (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 14, by way of a rights issue only):
  • (1) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (2) to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) in the case of the authority granted under paragraph (a) of resolution 14 and/or in the case of any sale of treasury shares for cash to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of £1,810,821,

such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 18 February 2012) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

• 1. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 25p each, subject to the following conditions:
• (a) the maximum number of ordinary shares authorised to be purchased is 14,486,572;
• (b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 25p;
• (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
  • (1) an amount equal to 105 per cent of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
  • (2) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System;
• (d) this authority shall expire at the close of the Annual General Meeting of the Company held in 2011 (or, if earlier, until the close of business on 18 February 2012); and
• (e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority.
• 1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.