Beazley PLC

AGM Information • May 17, 2011

TWO SPECIAL RESOLUTIONS WERE PASSED BY SHAREHOLDERS AT THE BEALE PLC EGM ON 17 MAY 2011

SPECIAL RESOLUTIONS

TO EMPOWER THE DIRECTORS PURSUANT TO SECTION 570 OF THE ACT TO ALLOT EQUITY SECURITIES IN ACCORDANCE WITH RESOLUTION 2

That, subject to and conditional upon the passing of resolution 2 above, in addition to the authority conferred by a special resolution of the Company passed on 17 March 2011, the directors be empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560(1) of the Act) which are the subject of the authority granted by resolution 2 for cash, as if section 561(1) of the Act did not apply to any such allotments. Such authority, unless previously renewed, extended, varied or revoked by the Company in general meeting, shall expire on the first anniversary of the date on which this resolution is passed.

TO AUTHORISE THE ALTERING OF THE ARTICLES OF ASSOCIATION AND TO APPROVE AND ADOPT NEW ARTICLES OF ASSOCIATION OF THE COMPANY

Subject to and conditional upon the passing of resolutions 1, 2 and 4.

• the articles of association of the Company be amended by deleting all the provisions of $(a)$ the Company's memorandum of association which, by virtue of section 28 of the Act, are to be treated as provisions of the Company's articles of association; and
• $(b)$ the articles of association contained in the document produced to the meeting and signed by the Chairman for the purposes of identification be approved and immediately adopted as the new articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.

Company Secretary