OTHER STATUTORY AND REGULATORY INFORMATION.


ARTICLES OF ASSOCIATION

The Company’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders. The Articles of Association are available on the Company’s website.

CONFLICTS OF INTEREST

In accordance with the Companies Act 2006, the Board has adopted a policy and procedure for the disclosure and authorisation (if appropriate) of conflicts of interest, and these have been followed during 2011.

POWERS OF DIRECTORS

The directors may exercise all powers of the Company subject to applicable legislation and regulation and the Company’s Articles of Association.

SHARE CAPITAL

As at 31 December 2011, the Company’s issued share capital comprised 5,872,166,893 Ordinary shares each with a nominal value of 2.5p. Details of the Ordinary share capital can be found in Note 28 to the Financial Statements.

At the 2011 AGM, the Company was granted authority by shareholders to purchase up to 586,956,997 Ordinary shares, being 10% of the issued share capital of the Company as at 7 April 2011. In the year to 31 December 2011, no shares were purchased by the Company. This authority will expire at this year’s AGM. As such, a special resolution is proposed in the Notice of AGM seeking shareholder approval to renew this authority.

At the 2011 AGM, the directors were given the power to allot shares up to an amount of £48,913,083, being 33% of the issued share capital of the Company as at 7 April 2011. This authority will also expire at this year’s AGM. As such, a special resolution is proposed in the Notice of AGM seeking shareholder approval to renew this authority.

A further resolution is proposed, as set out in the Notice of AGM, that will, if approved by shareholders, authorise the directors to issue shares up to the equivalent of 5% of the Company’s issued share capital as at 23 March 2012 for cash without offering the shares first to existing shareholders in proportion to their holdings.

Detailed explanatory notes to these resolutions are set out in the Notice of AGM.

Other than the above, the directors have no current intention of issuing further share capital and no issue will be made which would effectively alter control of the Company without prior approval of shareholders in a general meeting.

INTERESTS IN VOTING RIGHTS

As at 1 March 2012, the Company had been advised of the following significant direct and indirect interests in the issued share capital of the Company:

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Number
of ordinary
shares of 2.5p

% of capital*

Nature of holding

*

Using the voting rights figure announced to the London Stock Exchange on 1 March 2012 of 5,872,569,987.

Schroders Plc

295,651,535

5.03%

Indirect interest

Blackrock Inc.

297,086,901

5.06%

Indirect interest

AXA S.A. and its group of companies

252,871,605

4.31%

Direct & indirect interest

Swiss Reinsurance Company Ltd

230,838,770

3.93%

Direct interest

DIVIDEND

The Company may, by ordinary resolution in a general meeting, declare dividends in accordance with the respective rights of the members, but no dividend can exceed the amount recommended by the Board. The directors propose a final dividend for the year ended 31 December 2011 of 4.74p per Ordinary share which, together with the interim dividend of 1.66p per share paid to shareholders on 3 October 2011, will make a total dividend for the year of 6.40p (2010: 4.75p). Subject to shareholder approval at the AGM, the final dividend will be paid on 23 May 2012 to shareholders on the share register on 20 April 2012.

RELATED PARTY TRANSACTIONS

Details of related party transactions are set out in Note 40 to the Financial Statements.

USE OF FINANCIAL INSTRUMENTS

Information on the Group’s risk management process is set out in the Risk Management section. More details on risk management and the financial instruments used are set out in Note 48 of the Financial Statements.

INDEMNITIES

The Company has agreed to indemnify, to the extent permitted by law, each of the directors against any liability incurred by a director in respect of acts or omissions arising in the course of their office. Qualifying pension scheme indemnities (as defined in section 235 of the Companies Act 2006) have been granted, to the extent permitted by law, to certain trustees of the Company’s pension schemes. The indemnities were in force throughout 2011 and remain so. Copies of the deeds of indemnity are available for inspection at the Company’s registered office and will also be available at the AGM.

CHARITABLE DONATIONS

During the period, the Group made charitable donations amounting to £3.4 million. Details of the Company’s charitable activities are set out in the CSR/Sustainability section.

POLITICAL DONATIONS

No political donations were made during 2011.

FORWARD-LOOKING STATEMENTS

The Directors’ Report is prepared for the members of the Company and should not be relied upon by any other party or for any other purpose. Where the Directors’ Report includes forward-looking statements, these are made by the directors in good faith based on the information available to them at the time of their approval of this report. Such statements should be treated with caution due to the inherent uncertainties underlying such forward-looking statements.

INSURANCE

The Company has arranged appropriate Directors’ and Officers’ Liability insurance for directors. This is reviewed annually.

INDEPENDENT AUDITORS

The Company’s auditors have expressed their willingness to continue in office and the Audit Committee has recommended their reappointment to the Board. Resolutions to re-appoint PricewaterhouseCoopers LLP as auditors to the Company and to authorise the directors to determine their remuneration are proposed for the forthcoming AGM.

DIRECTORS’ INTERESTS

The Directors’ Report on Remuneration provides details of the interests of each director, including details of current incentive schemes and long-term incentive schemes, the interests of directors in the share capital of the Company and details of their share options, as at 31 December 2011 and the changes in those interests that have occurred between 1 January 2012 and 13 March 2012 (being the date of approval of the Directors’ Report on Remuneration).

DISCLOSURE OF INFORMATION TO THE COMPANY’S AUDITORS

In accordance with section 418(2) of the Companies Act 2006 each of the directors who held office at the date of approval of this Directors’ Report confirms that, so far as they are each aware, there is no relevant audit information of which the Company’s auditors are unaware and each of the directors has taken all reasonable steps they ought to have taken as directors to ascertain any relevant audit information and to ensure that the Company’s auditors are aware of such information.

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