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External sources (not reviewed)

[...] [...] the issued shares or of the voting rights of any class of shares of [...] [...]

[...] [...] modified or abrogated either with the consent in [...] [...]

[...] [...] executive or a shareholder or in which the [...]

(a) the necessary quorum (other than at an adjourned meeting) shall be 2 persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, 2 holders present in person or by proxy (whatever the number of shares held by them) shall be a quorum

[...] [...] of the relevant dividend unless, contemporaneously with the announcement by the Board [...] [...]

[...] [...] and unowned TPV shares for a total company value of up to EUR 450 million, based on the achievement of certain milestones and earnouts.

Ordinary resolutions will also be proposed at the Annual General Meeting in respect of the granting of the Issue Mandate to the Directors, in the terms set out in the notice of the Annual General Meeting, to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution, and adding to the Issue Mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the Repurchase Mandate, at any time during the period ended on the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; and (c) the date upon which such authority is revoked or varied by an ordinary resolution at a general meeting of Shareholders.

[...] [...] value of the issued shares of that class, and [...] [...]

If you have sold or transferred all your shares in USI Holdings Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent [...]

The 125,000,000 Subscription Shares represent (i) approximately 7.45% of the existing issued share capital of the Company as at the date of this announcement; (ii) approximately 6.93% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Subscription save for the issue of the Subscription Shares); and (iii) approximately 6.41% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares, the Option Shares and the Warrants (assuming there are no other allotments and issue of Shares and no options under the Share Option Scheme are granted or exercised and no further warrants created and granted).

[...] [...] provisions, rank pari passu in all respects with the Ordinary Shares in issue at the time the Conversion Shares are issued, [...] [...]

[...] [...] class of the equity share capital of such company or of the voting rights of any class of [...]

(d) removing the requirement for the court’s approval of the reduction of capital arising from the redesignation of par-value to a lower amount, provided that the company has only one class of shares; the issued shares are fully paid-up; the reduction is distributed equally to all shares; and the reduction is credited to the share premium account.

[...] [...] thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution [...] [...]

[...] [...] the aggregate nominal amount of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution set out in paragraph 5(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of [...]

A number of workshops were or will be organized in 2010: one in Colombo, the second in a series for South Asian police and prosecutors; another in Nairobi, for East African practitioners to help strengthen border control measures, held just prior to the bombing that occurred in Uganda in July; one in Libreville, to strengthen [...] [...]

[...] [...] efforts, which started as a separate project, have evolved into ongoing continuous implementation support that constitutes part of the ISU’s everyday [...] [...]

(2) The Board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities [...] [...]

[...] [...] any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes [...] [...]

All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

[...] [...] in other transactions or investments (for example equity investments, loans or leases of personal or real property) [...] [...]

[...] [...] receive such shares, rights or interests, provided and to the extent that such arrangements have been approved by the Board for the purpose of these Bye-laws and shall include, where approved by the Board, the trustees (acting in their capacity as such) of any employees’ share scheme established by the Company or any other scheme or arrangements principally for the benefit of employees of the Company and/or its subsidiaries which have been approved [...]

(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) [...] [...]

Based on the 455,901,260 Shares in issue as at the Latest Practicable Date and, if the proposed New General Mandate is approved at the EGM and on the basis that no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the total number of new Shares that may be issued under the proposed New General Mandate is 91,180,252 Shares, [...] [...]

[...] [...] amount of Shares in issue as at the date of the AGM.