Admiral Group PLC

AGM Information • May 6, 2011

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS OF ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 3849958)

Passed 6th May 2011

At the Annual General Meeting of Admiral Group plc (the Company) duly convened and held at Cardiff City Hall, Cathays Park, Cardiff, CF19 3ND Wales, on Friday 6 May 2011 at 2.00pm, the following SPECIAL RESOLUTIONS were duly passed: -

Special Resolutions

• 1. THAT the Directors be and they are hereby empowered, pursuant to section 570 and 573 CA 2006, to allot equity securities (within the meaning of section 560 CA 2006) for cash and/or to allot equity securities where such allotment constitutes an allotment of securities by virtue of section 560 CA 2006, as if section 561(1) CA 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
• (i) pursuant to the authority conferred by sub-paragraph (i) and/or sub-paragraph (ii) of resolution 17 above, in connection with an offer of such securities by way of a rights issue in favour of holders of ordinary shares in the Company where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be practicable) to their respective holdings of ordinary shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or any legal or practical problems under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory or by virtue of shares being represented by depositary receipts or otherwise howsoever);
• (ii) pursuant to the authority conferred by sub-paragraph (i) of resolution 17 above, in connection with an open offer or other offer of securities (not being a rights issue) in favour of holders of ordinary shares in the Company where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be practicable) to their respective holdings of ordinary shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or any legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in, any territory or by virtue of shares being represented by depositary receipts or otherwise howsoever); and
• (iii) otherwise than pursuant to sub-paragraphs (i) and (i) above, up to an aggregate nominal amount of £13,442,

and shall, unless previously revoked or varied by special resolution of the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company after the date of the passing of this resolution, except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

1. THAT the Company be generally and unconditionally authorised, pursuant to and in accordance with Section 701 CA 2006, to make one or more market purchases (within the meaning of Section 693(4) of the CA 2006) on the London Stock Exchange of ordinary shares of 0.1p in the capital of the Company (ordinary shares) provided that:

2. (i) the maximum aggregate number of ordinary shares authorised to be purchased is 13,442,648 (representing 5.00% of the issued ordinary share capital);

3. (ii) the minimum price which may be paid for an ordinary share is the nominal value of such share;
4. (iii) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the ordinary share is purchased, exclusive of expenses;
5. (iv) the authority conferred by this resolution shall, unless renewed, expire on the date falling 15 months after the date of the passing of this resolution, or if earlier, at the conclusion of the next annual general meeting of the Company; and
6. (v) the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of ordinary shares in pursuance of any such contract.
7. 1. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Mark Waters	Capital Tower, Greyfriars Road
Company Secretary	Cardiff CF10 3AZ
9 May 2011	Registered No. 3849958

REGISTERED OFFICE