Lancashire Holdings

AGM Information • Aug 22, 2014

LANCASHIRE HOLDINGS LIMITED (the "Company")

Results of the Annual General Meeting held on 30 April 2014 1

	RESOLUTIONS	FOR	AGAINST	WITHHELD2	PERCENTAGE
Ordinary Resolutions
1.	To receive the Company's audited consolidated financial statements for the year ended 31 December 2013	147,300,822	747,377	280	99.50
2.	To approve the Directors' Remuneration Policy	132,963,855	14,530,236	554,388	90.15
3.	To approve the Annual Report on Remuneration	102,131,849	44,035,683	1,880,947	69.87
4.	To re-appoint Ernst & Young LLP, London, England as auditors	141,717,712	6,156,955	173,812	95.84
5.	To authorise the Board to set the auditors' remuneration	147,563,018	477,985	7,476	99.68
6.	To approve the reduction of the Company's share premium account	148,048,079	0	400	100.00
7.	To elect Simon Fraser as a Director of the Company	139,995,429	8,050,886	2,164	94.56
8.	To re-elect Richard Brindle as a Director of the Company3
9.	To re-elect Emma Duncan as a Director of the Company	142,384,627	5,661,688	2,164	96.18
10.	To re-elect Samantha Hoe-Richardson as a Director of the Company	147,808,121	238,194	2,164	99.84
11.	To re-elect Alex Maloney as a Director of the Company	143,540,637	4,505,678	2,164	96.96
12.	To re-elect Robert Spass as a Director of the Company	140,479,987	7,394,190	174,302	95.00
13.	To re-elect William Spiegel as a Director of the Company	141,939,399	6,099,440	9,640	95.88
14.	To re-elect Martin Thomas as a Director of the Company	147,718,855	327,460	2,164	99.78
15.	To re-elect Elaine Whelan as a Director of the Company	147,889,126	157,189	2,164	99.89
16.	To approve an amendment to the Company's Memorandum of Association	148,047,189	726	564	99.99

¹All the resolutions at the Annual General Meeting were taken on a poll vote.

²A vote withheld is not a vote in law and is not counted in the calculation of votes for and against a resolution.

³Resolution 8 was not put by poll to the AGM due to the retirement and resignation of Richard Brindle as a director and CEO of

the Company, as previously announced on 16 April 2014 after the circulation of the AGM notice to shareholders.

	RESOLUTIONS	FOR	AGAINST	WITHHELD2	PERCENTAGE
17.	To grant the Company a general and unconditional authority to allot shares	147,750,135	297,680	664	99.80
18.	To approve amendments to the Company's Bye-laws	147,957,149	91,046	284	99.94
Special Resolutions4
19.	To authorise the Company to allot shares for cash on a non pre-emptive basis (Note: 75 per cent approval required)	140,998,581	6,898,091	151,807	95.34
20.	To authorise the Company to purchase its own shares (Note: 75 per cent approval required)	148,045,473	1,006	2,000	99.99
Resolution pursuant to Bye-law 88.25
21.	To approve amendments to Bye-laws 90.A and B (Note: 66 per cent of votes attaching to all shares in issue required) (Note: 66 per cent of votes attaching to all shares in issue required)	147,955,033	91,046	2,400	99.94

⁴ A Special Resolution must be passed by a majority of not less than three-fourths of such Members as (being entitled to do so) vote in person or by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

⁵ Amendment of Bye-law 90 requires a resolution of the Members including the affirmative vote of not less than 66% per cent of the votes attaching to all shares in issue. Based on the total number of shares in issue on the AGM record date (21 March 2014) of 183,186,835 (excluding shares held in Treasury), resolution 21 received an affirmative vote of 80.77%