Untitled - David Kronemyer

The Directors due to retire at the Annual General Xleeting on B September 1988 are as
follows:
a) Sir William Barlow and Sir Ian Trethowan retire by rotation pursuant to Article 92 and,
being eligible, each ollers himseH for re-election;
b) Mr M R Angus and Mr V B Menon retire pursuant to Article 98 and, being eligible,
each offers himseH for re-election;
Mr Menon has Agreements of Employment with tvo subsidiaries both of which expire on
30 June 1990.
SHARE CAPITAI
Details of shares issued during the year under review are given in Note 19 on pages 6l and
62. This year the Board is again seeking renewal of authorities liom Shareholders to allot
shares, in certain circumstances, up to an amount equal to the authorised share capital of
the Conpany, then unissued, and to issue, within certain prescribed limits, lurther
Ordinary Shares lbr cash. FLrrther details and the tcxt o{ the Resolutions are set out in the
separate letter tom the Chairman containing the Notices of Meetings.
The Directors are also seekin€ an authority for the Company under certain conditions
to make market purchases of its own sharcs, as permitted by Articte 1l(b) of the Articles of
Association of the Company. At the same time authority will be sought lbr a reduction of
share capital by the purchase and cancellation of the l|.50/o Prelerence Shares. Class
consents will also be required to these authorities. Full details and t-he text oi the
Resolutions are set out in the separate letter lrom the Chairman containing the Notices
of Meetings.
SCRIP DIVIDEND SCHEME
The Scrip Dividend Scheme introduced in 1986 to enable Ordinary Shareholders to elect
to receive new Ordinary Shares in lieu of a cash dividend has continued to be of interest
to certain Ordinary Shareholders.
F'ull details of the renewal of authority requested from Shareholders and the nccessary
Resolution to allow the Directors to offer a scrip dividend option to Ordinary Shareholders
in respect of dividends declared in respect of the year to 3l March 1989 are set out in the
Chairman's letter containing the Notices ol Meetings. Details of the scheme and notice of
election in respect ol this year's final dividend are enclosed scparately for Ordinary
Shareholders,
SHARE OPTION SCHEMES
Details of share options gmnted during the year are given in Note 19 on page 62.
To enable the Savings-Related and Executive Sharc Option Schemes to continue to
operate effectively Shareholders will be asked to approve amendments to the existing
Schemes as lbllows:-
l'irst to increase the overall limits on the number of sharcs over which options may be
granted under both Schemes to reflect the increase in the Company's issued Ordinary
Shares since 1984 when the limits were last amended. Secondly to allow replacement
options to be granted under the Executive Scheme in line with the most recent guidelines
ol The lnvestment Committee of the Association oI British lnsurers,
l'ull details ol the changes are set out in the Chairman's letter containing the Notices ol
Meetings.