Beazley PLC

AGM Information • Feb 28, 2012

Beazley plc

Incorporated in Jersey under Companies (Jersey) Law 1991 with registered number 102680

Notice of 2012 Annual General Meeting and accompanying notes

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult an independent adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or another appropriately authorised independent adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all your shares in Beazley plc ("the Company"), please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Whether or not you propose to attend the Annual General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned so as to reach the Company's Registrars Equiniti (Jersey) Limited by no later than 12 noon on 25 March 2012. Alternatively you can appoint a proxy or proxies electronically by visiting www.sharevote.co.uk or if you have already registered with Equiniti (Jersey) Limited's online portfolio service, Shareview, you can submit your form of proxy at www.shareview.co.uk/myportfolio.

Beazley plc

(Incorporated in Jersey under Companies (Jersey) Law 1991 with registered number 102680)

28 February 2012

Dear Shareholder

Notice of 2012 Annual General Meeting

I am pleased to be writing to you with details of our Annual General Meeting (AGM) which will be held at 12 noon on 27 March 2012 at 2 Northwood Avenue, Santry Demesne, Santry, Dublin 9, Ireland. The formal notice of the AGM and resolutions to be proposed are set out on pages 3 to 6 of this document.

You will find enclosed a Form of Proxy for use at the AGM. Please complete, sign and return the enclosed Form of Proxy as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM. Forms of proxy should be returned so as to be received by Equiniti (Jersey) Limited, C/O Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM, that is to say, no later than 12 noon on 25 March 2012. Alternatively you can appoint a proxy or proxies electronically by visiting www.sharevote.co.uk or if you have already registered with Equiniti (Jersey) Limited's online portfolio service, Shareview, you can submit your form of proxy at www.shareview.co.uk/ myportfolio, where full details of the procedure are given. The proxy appointment and instructions must be received electronically by Equiniti (Jersey) Limited not less than 48 hours before the time appointed for holding the AGM, that is to say, no later than 12 noon on 25 March 2012.

For those shareholders who have elected to receive a copy of the Report and Accounts for the financial period ended 31 December 2011, please find them enclosed. Shareholders who have not elected to receive these accounts can view them on the Company's website at www.beazley.com. Alternatively you may obtain copies by writing to the Company Secretary, Beazley plc, 22 Grenville Street, St Helier, Jersey JE4 8PX.

There will also be an opportunity for shareholders to ask questions in the meeting itself. Your Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.

Yours sincerely

Jonathan Agnew Chairman

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 2 Northwood Avenue, Santry Demesne, Santry, Dublin 9, Ireland on 27 March 2012 at 12 noon for the purposes of the following business including considering and, if thought fit, passing the following resolutions listed below of which resolutions numbered 1 to 21 will be proposed as ordinary resolutions and resolutions numbered 22 to 24 (inclusive) will be proposed as special resolutions:

Report and Accounts

• 1 That the Accounts for the financial year ended 31 December 2011 together with the reports of the Directors and Auditors thereon be received.
• 2 That the Directors' remuneration report for the financial year ended 31 December 2011 be approved.
• 3 That the payment of a second interim dividend of 5.4 pence per ordinary share be approved and paid on 30 March 2012 to shareholders on the register of members on 2 March 2012 (save to the extent that shareholders on the register of members on 2 March 2012 are to be paid a dividend by a subsidiary of the Company resident for tax purposes in the United Kingdom pursuant to elections made or deemed to have been made in accordance with Article 125 of the Company's articles of association and such shareholders shall have no right to this second interim dividend).

Re-election of Directors

• 4 That George Blunden be re-elected as a Director of the Company.
• 5 That Martin Bride be re-elected as a Director of the Company.
• 6 That Adrian Cox be re-elected as a Director of the Company.
• 7 That Jonathan Gray be re-elected a Director of the Company.
• 8 That Gordon Hamilton be re-elected as a Director of the Company.
• 9 That Dennis Holt be re-elected as a Director of the Company.
• 10 That Andrew Horton be re-elected a Director of the Company.
• 11 That Neil Maidment be re-elected as a Director of the Company.
• 12 That Padraic O'Connor be re-elected as a Director of the Company.
• 13 That Vincent Sheridan be re-elected as a Director of the Company.
• 14 That Ken Sroka be re-elected as a Director of the Company.
• 15 That Rolf Tolle be re-elected as a Director of the Company.
• 16 That Clive Washbourn be re-elected as Director of the Company.

Auditors

• 17 That KPMG be reappointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting to be held in 2013.
• 18 That the remuneration of KPMG be determined by the Directors of the Company.

Authority to allot shares

• 19 That the Directors be generally and unconditionally authorised in accordance with Article 6 of the Articles of Association of the Company (the Articles): to exercise all the powers of the Company to allot relevant securities (as defined in the Articles):
• (a) up to an aggregate nominal amount of £8,931,332 (representing approximately one third of the Company's issued ordinary share capital); and
• (b) up to an aggregate nominal amount of £8,931,332 (representing approximately one third of the Company's issued ordinary share capital) solely in connection with an allotment pursuant to an offer by way of a rights issue as defined in the Articles, being an offer or issue to or in favour of holders of ordinary shares in the Company on the register of the Company on a date fixed by the Directors where the equity securities (as defined in the Articles) respectively attributable to the interest of all those holders are proportionate (as nearly as practicable) to the respective numbers of shares in the Company held by them on that date, and the authorities conferred on the Directors under paragraphs 19(a) and 19(b) above shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if the authority conferred hereby had not expired.

Beazley plc Long Term Incentive Plan 2012

• 20 That the rules of the Beazley plc Long Term Incentive Plan 2012 in the form produced to the Annual General Meeting and initialled by the Chairman of the Annual General Meeting for the purposes of identification (the "2012 LTIP"), a summary of the principal terms of which is set out in Appendix 1 to this Notice of Annual General Meeting, be approved and the Directors of the Company be authorised to:
• (a) adopt the 2012 LTIP and do all such acts and things as they may, in their absolute discretion, consider necessary or expedient to give effect to the 2012 LTIP; and
• (b) establish further schemes based on the 2012 LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against the limits on individual and overall participation in the 2012 LTIP.

Beazley plc Save As You Earn Share Option Plan 2012

• 21 That the rules of the Beazley plc Save As You Earn Share Option Plan 2012 in the form produced to the Annual General Meeting and initialled by the Chairman of the Annual General Meeting for the purposes of identification (the "SAYE Plan"), a summary of the principal terms of which is set out in Appendix 2 to this Notice of Annual General Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to:
• (a) adopt the SAYE Plan and do all such acts and things as they may, in their absolute discretion, consider necessary or expedient to give effect to the SAYE Plan, including the making of any minor amendment to take account of any comment received from HM Revenue & Customs; and
• (b) establish further schemes based on the SAYE Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against the limits on individual and overall participation in the SAYE Plan.

Disapplication of preemption rights

• 22 That, subject to the passing of resolution 19 above, the Directors be authorised pursuant to Article 8 of the Articles, to allot equity securities (as defined in the Articles) wholly for cash as if Article 7 of the Articles did not apply to any such allotment provided that such authority shall be limited:
• (a) to the allotment of equity securities in connection with a rights issue, open offer or preemptive offer to holders of ordinary shares in the Company on the register of members of the Company on a date fixed by the Directors where the equity securities (as defined in the Articles) respectively attributable to the interest of all those holders are proportionate (as nearly as practicable) to the respective numbers of shares in the Company held by them on that date but the Directors may make such exclusions or other arrangements as they consider expedient in relation to fractional entitlements, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange; and
• (b) to the allotment (other than under paragraph 22(a)) of equity securities wholly for cash or otherwise up to an aggregate nominal amount not exceeding £1,339,699.

and such authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save 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 pursuant to any such offer or agreement as if the authority conferred hereby had not expired.

Market purchases

• 23 That the Company be generally and unconditionally authorised:
• (a) pursuant to Article 57 of the Companies (Jersey) Law 1991 (the Law) and Article 12 of the Articles to make market purchases of ordinary shares of 5 pence each in the capital of the Company (Ordinary Shares) on such terms and in such manner as the Directors of the Company shall from time to time determine, provided that:
• (i) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 51,841,461 (representing approximately 10 per cent. of the Company's issued share capital, (excluding any shares held in treasury));
• (ii) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is its nominal value;
• (iii) the maximum price (exclusive of any expenses) which may be paid for an Ordinary Share is not more than the higher of:
• (A) an amount equal to 5 per cent. above the average of the middle market quotations of an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased; and

• (B) an amount equal to the higher of (i) the price of the last independent trade of an Ordinary Share; and (ii) the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out;

• (iv) the authority hereby conferred shall expire on 27 September 2013 or, if earlier, at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution, unless previously revoked, varied or renewed by the Company in general meeting; and

• (v) the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase Ordinary Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts; and
• (b) pursuant to Article 58A of the Law and Article 13 of the Articles to hold as treasury shares any Ordinary Shares purchased pursuant to the authority conferred in paragraph 23(a).

Notice for general meetings

24 That any general meeting of the Company, other than an Annual General Meeting of the Company, may be called on not less than 14 clear days' notice.

By Order of the Board, Sian Coope Company Secretary Beazley plc

Registered office: 22 Grenville Street St Helier Jersey JE4 8PX 28 February 2012

Notes

• 1 Shareholders entitled to attend and vote at this meeting may appoint one or more proxies to attend and, on a poll, vote in their place. A proxy need not be a shareholder of the Company. If a shareholder appoints more than one proxy to attend this meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the shareholder. If a shareholder wishes to appoint more than one proxy, he/she may photocopy the Form of Proxy or (an) additional Form(s) of Proxy may be obtained by contacting the Company's Registrars Shareholders' Helpline on 0871 384 2658 (for calls from within the United Kingdom. Calls to this number are charged at 8p per minute from a BT landline – other telephony provider costs may vary. Lines open 8.30am to 5.30pm, Monday to Friday). Or +44 121 415 7593 (for calls from outside the United Kingdom. Calls to this number will be charged depending on where the call is made from, at international rates).
• 2 Any person receiving a copy of this Notice as a person nominated by a shareholder to enjoy information rights under Article 134 of the Articles of Association of the Company (a Nominated Person) should note that the provisions in this Notice concerning the appointment of a proxy or proxies to attend the meeting in place of the shareholder, do not apply to a Nominated Person as only shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the shareholder by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights at the meeting.
• 3 Pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those shareholders registered in the register of members of the Company by 6.00pm on 25 March 2012 shall be entitled to attend or vote at the aforesaid Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00pm on 25 March 2012 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 4 A Form of Proxy is enclosed with this Notice. In order to be valid a Form of Proxy must be returned duly completed (together with the original or a duly certified copy of the power of attorney or other authority, if applicable, under which it is signed) by one of the following methods no later than 48 hours before the time fixed for the meeting or any adjournment thereof:
• • in hard copy form by post, by courier or by hand to the Company's Registrars Equiniti (Jersey) Limited, C/O Equiniti Limited Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL; or
• • in electronic form by visiting www.sharevote.co.uk where you will be asked to enter your unique Reference Number, Card ID and Account Number as printed on your Form of Proxy;
• • alternatively if you have already registered with Equiniti (Jersey) Limited's online portfolio service, Shareview, you can submit your form of proxy at www.shareview.co.uk/myportfolio. Full instructions are given on both websites. The use by members of the electronic proxy appointment service will be governed by the terms and conditions of use which appear on the website; and
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

Completing and returning the Form of Proxy will not preclude shareholders from attending and voting in person at the Meeting should they wish to do so.

• 5 Under the Companies (Jersey) Law 1991, a body corporate may only appoint one corporate representative. A shareholder which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements.
• 6 As at 6 February 2012, being the last practicable day prior to the printing of this Notice, the Company's issued share capital consisted of 535,879,929 Ordinary Shares of which 17,465,312 Ordinary shares were held in treasury. Therefore, the total voting rights in the Company as at 6 February 2012 were 518,414,617 (excluding any Ordinary Shares held in treasury).
• 7 Copies of the following documents will be available for inspection at the registered office of the Company and at the offices of Norton Rose LLP, 3 More London Riverside, London, SE1 2AQ during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM and also on the date and at the place of the AGM from 10.00am until the conclusion of the AGM:
• (a) copies of the executive Directors' service agreements;
• (b) copies of the non-executive Directors' letters of appointment;
• (c) a copy of the proposed new Beazley plc Long Term Incentive Plan 2012 proposed in resolution 20; and
• (d) a copy of the proposed new Beazley plc Save As You Earn Share Option Plan 2012 proposed in resolution 21.
• 8 A copy of this Notice of the AGM and Annual Report and Accounts are available on the Company's website at www.beazley.com

NOTE FOR CREST shareholders: Electronic proxy appointment through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST proxy instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual which can be viewed at www.euroclear.com/CREST. The message, regardless of whether it constitutes the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent, Equiniti (Jersey) Limited, (CREST Participant ID 7RA01) by 12 noon on 25 March 2012 (or 48 hours preceding the date and time for any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Resolution to Receive the Annual Report and Accounts for the financial period ended 31 December 2011 and the Directors' Report and Auditors' Report on these (Resolution 1)

The Directors are required to present to the AGM the accounts, and the reports of the Directors and auditors, for the financial period ended 31 December 2011. These are contained in the Company's Annual Report and Accounts 2011.

Resolution that the Directors' remuneration report for the financial period ended 31 December 2011 be approved (Resolution 2)

The Company is required to ask shareholders to approve the Directors' remuneration report which is included in the Annual Report and Accounts 2011. These can be viewed on the Company's website and are available to shareholders on request. As required by the Directors' Remuneration Report Regulations 2002, the Company's auditors, KPMG, have audited those parts of the Directors' remuneration report capable of being audited and their report may be found in the Annual Report and Accounts.

Resolution to approve the payment of a second interim dividend (Resolution 3)

The Board has recommended the payment of a second interim dividend of 5.4 pence per Ordinary Share which, provided shareholders approve Resolution 3, will be paid by the Company on 30 March 2012 to all shareholders on the register of members on 2 March 2012 (other than those who will be paid such dividend by a subsidiary of the Company resident for tax purposes in the United Kingdom pursuant to elections made or deemed to have been made in accordance with Article 125 of the Company's articles of association and such shareholders shall have no right to this second interim dividend). The recommended second interim dividend that shareholders are being asked to approve in Resolution 3 is in addition to the first interim dividend of 2.5 pence per Ordinary Share paid by the Company on 2 September 2011 to all Shareholders on the register of members on 5 August 2011 (other than those shareholders who were paid such dividend by a subsidiary of the Company resident for tax purposes in the United Kingdom pursuant to elections made or deemed to have been made in accordance with Article 125 of the Company's articles of association).

A dividend access plan has been implemented so that, subject to the Company's articles of association, shareholders are entitled to elect to receive either UK-sourced dividends or Irish-sourced dividends. Shareholders who do not elect (or who are not deemed to have elected) to receive UK-sourced dividends through the dividend access share scheme are reminded that their dividends will be Irish-sourced and will generally be subject to Irish withholding tax at the rate of 20 per cent.

Reappointment of Directors (Resolutions 4 to 16)

In compliance with the provision on annual re-election of all Directors introduced by the UK Corporate Governance Code, all Directors are submitted for re election and are recommended by the board. Biographical details of all directors offering themselves for re-election are contained in the Annual Report and Accounts 2011 and on the website.

Auditors (Resolutions 17 and 18)

The Company is required, at each AGM at which accounts are presented, to appoint auditors to hold office until the next such meeting. KPMG has indicated its willingness to continue in office. Accordingly, resolution 17 reappoints KPMG as auditors to the Company and resolution 18 authorises the Directors to fix their remuneration.

Authority of Directors to allot shares (Resolution 19)

Under Article 6 of the Articles, the Board needs to be given authority by ordinary resolution to exercise all powers of the Company to allot relevant securities (as defined in the Company's articles of association). The authority granted at the last Annual General Meeting to allot relevant securities is due to expire at the conclusion of this year's Annual General Meeting. Accordingly, this resolution seeks to grant a new authority to authorise the Directors to allot relevant securities in the Company and will expire at the conclusion of the next Annual General Meeting of the Company. Upon the passing of this resolution, the Board will have authority (pursuant to paragraph (a) of the resolution) to allot relevant securities up to a maximum nominal value of £8,931,332 representing one third of the current issued ordinary share capital of the Company as at 6 February 2012, being the latest practicable date before the publication of this Notice. In addition, in accordance with the latest institutional guidelines from the Association of British Insurers (ABI) on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of this resolution, the Board will have authority (pursuant to paragraph (b) of the resolution) to allot an additional number of ordinary shares up to a maximum of £8,931,332, which is approximately a further third of the current issued ordinary share capital as at 6 February 2012, being the latest practicable date before the publication of this Notice. However, the Directors will only be able to allot those shares for the purposes of a rights issue in which the new shares are offered to existing shareholders in proportion to their existing shareholdings. This authority will also expire immediately following the next Annual General Meeting.

As a result, if this resolution is passed, the Board could allot shares representing up to two-thirds of the current issued share capital pursuant to a rights issue.

There is no present intention of exercising this authority except in connection with the Company's employee share schemes. However, it is considered prudent to maintain the flexibility that this authority provides. If they do exercise the authority, the Directors intend to follow emerging best practice as regards its use (including, where appropriate, the Directors standing for re-election) as recommended by the ABI.

Resolution to adopt of the Beazley plc Long Term Incentive Plan 2012 (Resolution 20)

Shareholder approval is being sought for a new executive share plan, the Beazley plc Long Term Incentive Plan 2012 (the 2012 LTIP). This plan is intended to replace the current Beazley plc Long Term Incentive Plan which will expire in 2012.

The Board's Remuneration Committee undertook a review of the Company's remuneration arrangements during the year and determined that the structure of the current plan continues to provide an appropriate mechanism for ensuring that executives' interests are aligned with those of shareholders and the performance of the group.

The new plan, for which shareholder approval is being sought retains the key features of the current LTIP, including the maximum award levels, time horizons and performance measure. The performance targets have been marginally adjusted and a number of features have been introduced, including the introduction of a 'clawback' provision, dividend equivalents and a 5% in ten year dilution limit.

A more detailed summary of the principal terms of the 2012 LTIP can be found in Appendix 1 to this Notice of Annual General Meeting. The rules of the 2012 LTIP will be available for inspection at the offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on any weekday (Saturdays, Sundays and public holidays excluded) until the close of the Annual General Meeting and will also be available for inspection at the place of the Annual General Meeting for at least 15 minutes before and during the Annual General Meeting.

Further information on the Company's remuneration arrangements for executive directors is set out in the Directors' Remuneration Report in the 2011 Annual Report.

Resolution to adopt of the Beazley plc Save As You Earn Share Option Plan 2012 (Resolution 21)

Shareholder approval is being sought for a new HMRC approved all-employee share scheme, the Beazley plc Save As You Earn Share Option Plan 2012 (the SAYE Plan). The SAYE Plan is intended to replace the Beazley plc Save-As-You-Earn plan, which is due to expire in 2013.

A summary of the principal features of the SAYE Plan can be found in Appendix 2 to this Notice of Annual General Meeting. The rules of the SAYE Plan will be available for inspection at the offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on any weekday (Saturdays, Sundays and public holidays excluded) until the close of the Annual General Meeting and will also be available for inspection at the place of the Annual General Meeting for at least 15 minutes before and during the Annual General Meeting.

Disapplication of preemption rights (Resolution 22)

Under Article 7 of the Articles, if the Directors wish to exercise the authority under resolution 19 and allot any shares for cash, it must offer them in the first instance to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot new shares (or to grant rights over shares) for cash without first offering them to existing shareholders in proportion to their share holdings.

At the last Annual General Meeting, the Directors were empowered to make limited allotments of new shares for cash other than according to the pre-emption rights, which requires a company to offer all allotments of new shares for cash proportionately to existing shareholders first. This power granted to the Directors at the last Annual General Meeting is due to expire at the conclusion of this year's AGM. Accordingly, this resolution proposes to seek renewal of this power to the Directors. This resolution, which is conditional on the previous resolution having been passed, would, in accordance with Article 8 of the Articles, authorise the Directors to do this by allowing the Directors to allot shares for cash (i) by way of a rights issue in which the new shares are offered to existing shareholders in proportion to their existing shareholdings; and (ii) to persons other than existing shareholders up to an aggregate nominal value of £1,339,699 which is equivalent to 5 per cent. of the issued share capital of the Company on 6 February 2012, being the latest practicable date prior to the printing of this Notice.

If given, the authority will expire at the conclusion of the next Annual General Meeting in 2013. The Directors intend to renew such power at successive Annual General Meetings in accordance with current best practice.

The Directors have no current plans to allot shares, except in connection with employee share schemes. The Directors do not intend to issue more than 7.5 per cent. of the issued ordinary share capital of the Company in any rolling three year period without prior consultation with shareholders.

As at 6 February 2012 being the latest practicable date before the publication of this Notice, the Company held 17,465,312 equity securities in treasury.

Authority for the Company to purchase its own shares (Resolution 23)

This resolution gives the Company the authority to buy back up to 51,841,461 Ordinary Shares in accordance with Article 12 of the Articles. This represents approximately 10 per cent. of the Company's issued ordinary share capital (excluding any shares held in treasury) as at 6 February 2012 being the latest practicable date before the publication of this Notice. The authority would expire at the conclusion of the 2013 Annual General Meeting or, if earlier, 27 September 2013. The Board intends to seek renewal of this power at subsequent Annual General Meeting in accordance with current best practice.

The minimum price that may be paid by the Company for an Ordinary Share is its nominal value and the maximum price which may be paid by the Company for an Ordinary Share is the higher of:

• (a) an amount equal to 5 per cent. above the average of the middle market quotations of an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased; and
• (b) an amount equal to the higher of (i) the price of the last independent trade of an Ordinary Share; and (ii) the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out.

Any buy back of shares would be made on the London Stock Exchange.

In certain circumstances, it may be advantageous for the Company to purchase its own shares and resolution 23 seeks authority from shareholders to continue to do so. Authority was given to the Company to make market purchases up to an aggregate of 53,493,067 of its Ordinary Shares at the Annual General Meeting held on 23 March 2011 (being equal to approximately 10 per cent. of the Company's issued ordinary share capital as at 6 February 2011, the last practicable date prior to the publication of the notice of the Annual General Meeting held on 23 March 2011). This authority is due to expire at the end of the Annual General Meeting to be held on 27 March 2012 and it is proposed that the Company be authorised to continue to make market purchases up to an aggregate of approximately 10 per cent. of the Company's issued ordinary share capital (excluding any shares held in treasury). The Directors will continue to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be in the best interests and to the corporate benefit of shareholders generally. The Directors consider it to be desirable for this general authority to be available to provide flexibility in the management of the Company's capital resources over the next 12 months and particularly in the short term. In addition other investment opportunities, appropriate gearing levels and the overall position of the group will also be taken into account when determining whether to exercise this authority. The Company may hold in treasury any of its own shares that it purchases pursuant to the authority conferred by this resolution. This gives the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares.

The total number of options to subscribe for shares outstanding as at 6 February 2012 being the latest practicable date before the publication of this Notice, was 14,904,768. This represents 2.88 per cent of the issued share capital at that date (excluding any shares held in treasury). If the Company was to buy back the maximum number of Ordinary Shares permitted pursuant to this resolution, then the total number of options to subscribe for Ordinary Shares outstanding at 6 February 2012 would represent 3.19 per cent of the reduced share capital (excluding any shares held in treasury).

Notice Period for general meetings (Resolution 24)

The Companies (Shareholders' Rights) Regulations 2009 (the Shareholders' Rights Regulations) increased the notice period for general meetings of an English Company to 21 clear days unless shareholders approve a shorter period, which cannot however be less than 14 clear days. The company has committed to comply with the Shareholders' Rights Regulations to the extent practicable as if it were an English Company. Accordingly, at the Annual General Meeting of the Company held on 23 March 2011, shareholders authorised the calling of general meetings other than an Annual General Meeting on not less than 14 clear days' notice. Resolution 24 seeks the approval of shareholders to renew the authority to be able to call general meetings (other than an Annual General Meeting) on 14 clear days' notice. The flexibility offered by resolution 24 will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.

The Company undertakes to meet the requirements for electronic voting under the Shareholders' Rights Regulations before calling a general meeting on 14 clear days' notice. If given, the approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

Beazley plc Long Term Incentive Plan 2012

A summary of the intended operation of the Beazley plc Long Term Incentive Plan 2012 ("2012 LTIP") is as follows:

• • There is no increase in the maximum award limit of 200% of salary. The grant level in 2012 is expected to be 200% of salary for the CEO and 150% of salary for other executive directors, in line with previous years;
• • The Remuneration Committee will set the performance measure for each award, and it is expected that Growth in Net Asset Value per share (NAVps) will be retained as the key performance measure for the first awards under this scheme in 2012. NAVps growth will be measured in US dollars, reflecting the recent change in the currency in which Beazley reports to shareholders, which in turn reflects the currency of our underlying business;
• • Awards will continue to vest subject to performance measured over three years (50%) and five years (50%), supporting our belief that growth should be sustainable over the longer term and that incentive structures should appropriately balance risk considerations;
• • For awards made in 2012, 25% will vest for NAVps growth of risk free return ("RFR") +10% per annum, and awards will vest in full for NAVps growth of RFR +15% per annum or above. Vesting rate between those points is on a straight line basis. This is the same as the existing LTIP. It is intended that the vesting profile be amended to allow 10% of an award to vest for NAVps growth of RFR +7.5% per annum, over the three and five year performance period. No vesting will occur where NAVps growth is less than RFR +7.5% per annum. The Remuneration Committee considers that this level of sustained performance continues to be a challenging level of threshold performance; and
• • The vesting of awards will continue to be dependent upon meeting not only stretching performance targets but also the satisfaction of individual shareholding requirements.

Key terms of the 2012 LTIP which differ from the current LTIP are as follows:

• • Introduction of a 5% in 10 years dilution limit for executive share plans, in addition to the 10% in 10 years which is currently in place for all share plans;
• • The introduction of a 'clawback' (malus) provision which mirrors that used under Beazley's Deferred Share Plan rules. This supports our policy of ensuring that reward is balanced against risk considerations; and
• • The Remuneration Committee may determine that participants receive dividend equivalents on vested shares, enhancing alignment with shareholders.

A summary of the principal features of the 2012 LTIP is set out below.

Operation of the LTIP

The Board or a delegated committee, in practice the Remuneration Committee (the "Committee"), will be responsible for granting awards and administering the LTIP.

Eligibility

Any employee (including an executive director) of the Company or any of its subsidiaries will be eligible to participate in the LTIP at the discretion of the Committee.

Form of awards

Awards under the LTIP may be in the form of:

• • a conditional right to acquire shares on vesting, at no cost to the participant ("Conditional Award"); or
• • an option to acquire shares at any point during an exercise period, at no cost to the participant ("Nil-Cost Option").

The Committee may alternatively decide, at any time before a Conditional Award vests or a Nil-Cost Option is exercised, that the award will be settled in cash.

Performance conditions

The vesting of awards will be subject to the satisfaction of a performance condition which will determine the proportion (if any) of the award which will vest at the end of a performance period of at least three years.

The performance condition may be varied if one or more events occur which cause the Committee to consider that a varied performance condition would be more appropriate and it would not be materially more or less difficult to satisfy.

For the first grant in 2012, performance will be measured over a three-year (50%) and five-year (50%) period and will use growth in NAV per share (NAVps) as the key performance metric.

No vesting will occur where NAVps growth is less than risk free return ("RFR") +7.5% per annum. 10% of an award will vest for NAVps growth of RFR +7.5% per annum. 25% of an award will vest for NAVps growth of RFR +10% per annum. Awards will vest in full for NAVps growth of RFR +15% per annum or above. This vesting schedule will apply over the three and five year performance period and there will be straight line vesting between these points.

The Committee may set different conditions for future awards. In doing so they will ensure that the chosen performance conditions are stretching and challenging and are appropriate for the Company.

The Committee may decide that the vesting of awards will also be subject to meeting shareholding requirements set by the Company. Awards granted in 2012, will be subject to individual shareholding requirements.

Individual limits

Awards to a participant in any one financial year will not exceed a market value on date of grant(s) of more than 200% of salary.

For awards granted in 2012, it is intended that awards of 200% of salary will be made to the CEO and 150% for other executive directors.

Timing of grant

Awards may only be granted within the six week period following the approval of the LTIP by shareholders, the announcement of the Company's results for any period or any day on which the Committee determines that exceptional circumstances justify the grant of awards. If awards cannot be granted during any of these periods due to a dealing restriction, awards can be granted within the six week period following the day on which the restriction is lifted.

Terms of award

Awards may be granted over newly issued shares, treasury shares or shares purchased in the market. Awards are not transferable (except on death). No payment will be required for the grant of an award. Awards will not form part of pensionable earnings.

Overall limits

The number of shares which may be issued in respect of awards granted in any ten year period under the LTIP and under any other employee share plan adopted by the Company may not exceed 10 per cent. of the Company's issued ordinary share capital from time to time. In addition, the number of shares which may be issued in respect of awards granted in any ten year period under the LTIP and under any other discretionary employee share plan adopted by the Company may not exceed 5 per cent. of the issued ordinary share capital from time to time.

Treasury shares will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies no longer require this.

Reduction for malus

The Committee may determine, at any time prior to the issue or transfer of shares to a participant, that all or part of an award is forfeited or reduced if the Committee considers that:

• • the participant has engaged in conduct which justifies dismissal without notice or payment in lieu or notice or a final written warning;
• • an exceptional development has taken place which has a material adverse impact on the Company (whether specific to the circumstances of the Company or as a result of the economy or the financial sector generally); and
• • forfeiture of all or part of the award is required to comply with any law or regulatory requirement (existing or new) for any company in the group.

Vesting and exercise

Awards will normally vest at the end of any performance period (or on such later date as the Committee determines) to the extent that any performance condition has been satisfied and where applicable the extent to which any shareholding requirement has been satisfied (unless the Committee determines otherwise). Nil-Cost Options will then normally be exercisable until the tenth anniversary of the grant date. No retesting of the performance condition is permitted.

The shares (or cash equivalent) will be delivered shortly after a Conditional Award has vested or a Nil-Cost Option has been exercised.

Cessation of employment

If a participant dies, an unvested award will, unless the Committee decides otherwise, vest as soon as practicable after the participant's death to the extent that the Committee determines, taking into account the satisfaction of any performance condition and the period of time that has elapsed since the award was granted. A Nil-Cost Option is then normally exercisable for twelve months following the date of death.

If a participant leaves the group by reason of ill-health, injury, disability, sale of the employing company or business out of the group or for any other reason at the Committee's discretion (except for gross misconduct), a participant's unvested award will usually continue until the normal vesting date unless the Committee determines that the award will vest on the date of cessation or such later date as the Committee determines.

The Committee will decide the extent to which unvested awards vest in these circumstances, taking into account the extent to which any performance condition is satisfied at the end of any performance period or, as appropriate, at the earlier relevant date and also the period of time that has elapsed since the award was granted. In these circumstances, vested and unvested Nil-Cost Options will normally be exercisable for six months after vesting.

If a participant ceases employment in any other circumstances, an award shall lapse when the participant ceases employment. In the case of a participant giving notice of termination, unvested awards will normally lapse on giving notice.

Corporate Events

In the event of a change of control of the Company, the Committee may determine the extent to which awards will vest, taking into account the extent that any performance condition has been satisfied, the period of time that has elapsed since the award was granted and such other factors the Committee deems relevant. Alternatively, the Committee may permit or require awards to be exchanged for equivalent awards which relate to shares in the acquiring company. Nil-Cost Options will be exercisable for one month following the relevant event.

If other corporate events occur such as a demerger, delisting, special dividend or other event which, in the opinion of the Committee may affect the current or future value of shares, the Committee may determine that Awards will vest and the extent to which they will vest, taking into account the extent that any performance condition has been satisfied, the period of time that has elapsed since the award was granted and such other relevant factors the Committee deems relevant.

Adjustments

In the event of a variation of the Company's share capital or a demerger, delisting, special dividend, rights issue or other similar event, which may, in the Committee's opinion, affect the current or future value of shares, the number of shares subject to an award (and in the case of a Nil-Cost Option, the exercise price) and/or any performance condition attached to awards, may be adjusted.

Rights attaching to the shares

Shares allotted or transferred under the LTIP will rank equally with all other ordinary shares of the Company for the time being in issue (except for rights attaching to such shares by reference to a record date prior to the date of issue).

The Committee may determine that on the vesting of a Conditional Award or on the exercise of a Nil-Cost Option, a participant shall receive an amount in cash and/or shares equivalent to the dividends (and special dividends at the discretion of the Committee) that would have been paid on the vested shares between the date of grant and the date of vesting (or, in relation to Nil-Cost Options, until such other date as the Committee may determine up to the date of exercise). Unless the Committee decides otherwise, leavers will not receive dividend equivalents on any vested Awards.

Amendment and termination

The Committee may amend the LTIP at any time, provided that prior approval of the Company in general meeting will be required for amendments to the provisions relating to eligibility, limits and the basis for determining a participant's entitlement to, and the terms of, the shares comprised in an award and the impact of any variation of capital, where such amendment is to the advantage of participants.

However, any minor amendment to benefit administration, take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Committee without shareholder approval.

The LTIP will terminate on the tenth anniversary of its adoption but the rights of existing participants will not be affected by any termination. In the event of termination, no further awards will be made under the LTIP.

Governing law

The LTIP will be governed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

APPENDIX 2

Beazley plc Save As You Earn Share Option Plan 2012

The proposed scheme is fundamentally the same as the expiring scheme, and meets the HM Revenue & Customs requirements for approved Savings-Related Share Option Schemes.

A summary of the principal features of the Beazley plc Save As You Earn Share Option Plan 2012 (the "SAYE Plan") is set out below.

Operation of the SAYE Plan

The Board or a delegated committee, (the "Committee"), will be responsible for granting options and administering the SAYE Plan. Following its adoption, approval of the SAYE Plan under Schedule 3 to the UK Income Tax (Earnings and Pensions) Act 2003 will be sought from the UK HM Revenue & Customs.

Eligibility

All employees (including full time Executive Directors) of the Company and other companies in its group which the Committee has determined shall participate in the SAYE Plan who have been in employment for a minimum period determined by the Committee (not exceeding five years) and who are resident and ordinarily resident in the UK for tax purposes, and any other employee of any such company nominated by the Committee, may apply for an option on any occasion on which invitations are issued. Presently, no such service period is applied except that an individual must be an employee on both the invitation and award dates.

Form of awards

The SAYE Plan will give employees the opportunity to save up to £250 per month (or such other amount permitted under the relevant legislation from time to time) in a savings contract for three, five or seven years (a "Sharesave Contract"). The proceeds of the Sharesave Contract can be used to exercise an option to acquire shares in the Company ("Shares") at an option price set at the time of invitation, which shall not be less than 80 per cent. (or such other percentage as may be permitted by the relevant legislation) of the market value of a Share at the date of invitation.

Timing of invitations

Invitations may be issued within the six week period following the approval of the SAYE Plan by the UK HM Revenue & Customs. Thereafter, invitations may, ordinarily, be issued within the six week period following the announcement by the Company of its results for any period. In exceptional circumstances, invitations may be issued at other times. If invitations cannot be issued during any of these periods due to a dealing restriction, invitations can be issued within the six week period following the day on which the restriction is lifted.

Terms of options

Options may be granted over newly issued shares, treasury shares or shares purchased in the market. Options are not transferable (except on death). No payment will be required for the grant of an option. Options will not form part of pensionable earnings.

Overall limits

The number of shares which may be issued in respect of options granted in any ten year period under the SAYE Plan and under any other employee share plan adopted by the Company may not exceed 10 per cent. of the Company's issued ordinary share capital from time to time.

Treasury shares will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies no longer require this.

Exercise of options

Ordinarily, an option may be exercised within six months of the maturity of the Sharesave Contract. Earlier exercise is permitted if an employee leaves employment by reason of death, injury, disability, redundancy or retirement on reaching the specified age of 60. Earlier exercise is also permitted if an employee reaches age 60 and remains in employment. Options may be exercised early in the event of a takeover or winding-up of the Company or if the entity which employs a participant is transferred out of the group.

Adjustments

In the event of a variation of the Company's share capital, the number of shares subject to an option and/or the option price may be adjusted in such manner as the Committee determines, provided that while the SAYE Plan remains approved by the UK HM Revenue & Customs, no such amendment may be made without the prior approval of the UK HM Revenue & Customs.

Rights attaching to the shares

Shares allotted or transferred under the SAYE Plan will rank equally with all other ordinary shares of the Company for the time being in issue (except for rights attaching to such shares by reference to a record date prior to the date of issue).

Amendment and termination

The Committee may amend the SAYE Plan at any time, provided that prior approval of the Company in general meeting will be required for amendments to the provisions relating to eligibility, limits, the determination of the option price, the basis for determining a participant's entitlement to and the terms of and the rights of participants in the event of a variation of share capital, where such amendment is to the advantage of participants.

However, any minor amendment to benefit administration, which is necessary or desirable to obtain or maintain approval of the SAYE Plan by the UK HM Revenue & Customs, to take account of legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Committee without shareholder approval.

The SAYE Plan will terminate on the tenth anniversary of its approval by the Company in general meeting but the rights of existing participants will not be affected by any termination. In the event of termination, no further options will be granted under the SAYE Plan.

Governing law

The SAYE Plan will be governed in accordance with the laws of England and Wales.

Beazley plc

2 Northwood Avenue Northwood Park Santry Demesne Santry Dublin 9 | Ireland

Phone: +353 (0)1 854 4700 Fax: +353 (0)1 842 8481

Registered number: 102680

www.beazley.com