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External sources (not reviewed)

Ordinaryresolutions 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 [...]

Save as disclosed above, as at the Latest Practical Date, the Directors are not aware of any other person who had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of any other member of the Group.

However, some of those proposals have been superseded as a result of subsequent events and the emergence of new requirements, in particular the establishment of a central business continuity management unitto address business continuity issues on a broader, Organization-wide basis, taking into account pandemic planning and other non-information and communications technology aspects (see A/64/472 and document A/64/7/Add.8 in the present supplement), as well as the requirement for a new secondary data centre in the context of the relocations due to the capital master plan (see A/64/346/Add.1).

The Advisory Committee received the following clarification: in spite of the timing of its presentation, the proposal of the Secretary-General to establish an Emergency Preparedness and Support Unit was intended not to respond specifically to requirements related to the recent natural disaster in Haiti, but rather to put in place arrangements to deal with any crisis that has occurred or that may occur as the result of natural disasters, malicious acts directed at the United Nations or other emergencies.

[...] [...] or any subsidiary of any such holding company in order that they may purchase or subscribe or otherwise acquire shares (fully or partly paid) in the Company or any holding company of the Company and such terms may include a reference that, when a director ceases to be a director of, or an employee ceases to be employed by, the Company or such other company,shares purchased or subscribed or otherwise acquired with such financial assistance shall or may be sold to the Company or [...]

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

(b) To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting (or any adjourned meeting).

[...] family protection unit within the police [...][...]

[...] [...] financing,theISU willhave to [...][...]

The bank balance is the cash at bank held in interest bearing accounts with Bank of China (Hong Kong) Limited and Bank of China Limited, affiliate companies of the Trustee.

When the fair value of unlisted equity securities cannot be reliably measured because (a) the variability in the range of reasonable fair value estimates is significant for that investment or (b) the probabilities of the various estimates within the range cannot be reasonably assessed and used in estimating fair value, such securities are stated at cost less any impairment losses.

[...] [...] Commercial Bank plc, Chinatrust Commercial Bank Co.

(iv) thedividend (orthatpart of the dividend in respect of which a right of election has been accorded)shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the electedshares”) and in lieu thereof sharesof the relevant class shall beallotted credited as fully paid up to the holders of the elected shares on the basis of allotmentdetermined 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 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 ofshares of the relevant class forallotment and distribution to and amongst the holders of theelected shares on such basis.

[...] [...] distribution on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or made to the persons registered as the holders ofsuch sharesat the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend orotherdistribution shallbe payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

[...] Board,any dividend orother distribution in respect ofshares orany other payment to be made by the Company toany shareholderis of such a small amount as to make payment to that shareholder in the relevant currency impracticable or unduly expensive either for the Company ortheshareholder thensuch dividend or other distribution or other payment may, at the discretion of the Board, be paid or made in the currency of the country of the relevantshareholder (as indicated by the address ofsuch shareholder on the register).

[...] [...] of the Member who is the holder ofsuch sharesor ofa person entitled to such sharesbydeath,bankruptcy or operation of law; and (c) the Company, if so required by the rules governing the listing of shares ontheDesignated Stock Exchange, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sellsuchshares in the manner required by the Designated Stock [...][...]

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, supervisors and senior management of the Company and their associates had any personal, family, corporate or other interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be recorded in the register referred therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

[...] [...] acquire and hold shares, stocks orsecurities [...]

[...] proposals by the Shareholdersat the Annual General Meeting, the General Mandate and the Repurchase Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or(iii) the revocation or [...][...]

The Group reiterates its recommendation that UNOCI hire qualified customs consultants to provide a consistent monitoring capacity to its Integrated Embargo Monitoring Unit and to carry out physical inspections of cargoes based on a risk assessment strategy (see S/2010/179, para. 123), with a view to uncovering potential violations of the embargo on arms and related materiel.

[...] subsidiariesshall in any way modify the rights attached to any share or loan capital so as wholly or partly to convert or make convertible such share or loan capital into, or attach thereto any rights to acquire, OrdinaryShares,the Company shall appoint an approved merchant bank to consider whether any adjustment to the Conversion Price is appropriate (and if such approved merchant bank shallcertify that any such adjustment is appropriate the ConversionPrice shallbe adjusted [...]

(b) To enter into any guarantee, contract or indemnity or surety and in particular (without prejudice or secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or both such methods or in any other manner, the performance of any obligations or commitments, of, and the repayment or payment of the principal amounts of and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any person including (without prejudice to the generality of the foregoing) any company which is for the time being a subsidiary or a holding company of the Company or another subsidiary or a holdingcompany of the Company or otherwise associated with the Company.

Rights Issue” means an offer of sharesto holders of sharesor any class thereof on the register on a fixed record date in proportion to their thenholdings ofsuch shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

(F) Subject to the next paragraph of this Article, no Director or proposed or intended Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any contract with regard thereto or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the shareholders for any remuneration, profit or other benefits realised by any such contract or arrangement, by reason only of such Director holdingthat office or the fiduciary relationship thereby established.

If you have sold or transferred all your sharesin 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 through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

(e)the Companyshall be at liberty to treat the person whose name stands first in the register as one of the joint holders of any shares as solely entitled to delivery of the certificate relating to such share, or to receive notices from the Company, or to attend or vote at general meeting of the Company, andany notice given to such person shall be deemed notice to all the joint holders; but any one of such joint holders may be appointed the proxy of the persons entitled to vote on behalf of such joint holders, and assuchproxy to attend and vote at general meetings of the Company, but if more than one of such joint holders be present at any meeting personallyor byproxy thatone so present whose name stands first in the register in respect of such shares shall alone [...]

The Share RepurchaseMandate will expire at 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 lawsof Bermuda or the Company’s Bye-laws to be held; and c) the date on which the authority given underthe ordinary resolution is [...][...]