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Shareholder Rights

Please note that the rights of shareholders in Omega Insurance Holdings Limited, registered in Bermuda, may be different from the rights of shareholders in a company incorporated in the United Kingdom, including but not limited to those set out below.

Enforcement of judgments in Bermuda

As Omega Insurance Holdings Limited is a Bermuda exempted company, the rights of shareholders will be governed by Bermuda law and Omega Insurance Holdings Limited's memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. As a result, it may be more difficult for investors to effect service of process in the United Kingdom on those persons or to enforce in the United Kingdom judgments obtained in the courts of England and Wales against Omega Insurance Holdings Limited or those persons who may be liable under English law. The current position with regard to enforcement of judgments in Bermuda is set out below but this may be subject to change.

A final and conclusive judgment of a superior foreign court against Omega Insurance Holdings Limited, under which a sum of money is payable (not being a sum of money payable in respect of multiple damages, or a fine, penalty tax or other charge of a like nature) may be enforceable in the Supreme Court of Bermuda against Omega Insurance Holdings Limited if the foreign court is situated in a country to which The Judgments (Reciprocal Enforcement) Act 1958 of Bermuda (the "1958 Act") applies. The procedure provided for in the 1958 Act must be followed if the 1958 Act applies. The 1958 Act applies to the United Kingdom. Under the 1958 Act, a judgment obtained in the superior courts of a territory to which it applies would be enforced by the Supreme Court of Bermuda without the necessity of any retrial of the issues which are the subject of such judgment or any re-examination of the underlying claims.

Where such foreign judgment is expressed in a currency other than Bermuda dollars, registration of the judgment will involve the conversion of the judgment debt into Bermuda dollars on the basis of the exchange rate prevailing at the date of such judgment as is equivalent to the judgment sum payable. The present policy of the Bermuda Monetary Authority is to give consent for the Bermuda dollar award made by the Supreme Court of Bermuda to be paid in the original judgment currency.

No stamp duty or similar or other tax or duty is payable in Bermuda on the enforcement of a foreign judgment. Court fees will be payable in connection with proceedings for enforcement.

No Takeover Code protection

As Omega Insurance Holdings Limited is incorporated in Bermuda, the UK Takeover Code will not apply to it. Bermuda law does not contain any provisions similar to those applicable in the United Kingdom which are designed to regulate the way in which takeovers are conducted. It is therefore possible that an offeror may gain control of Omega Insurance Holdings Limited in circumstances where non-selling shareholders do not receive, or are not given the opportunity to receive, the benefit of any control premium paid to selling shareholder(s). The bye-laws contain certain takeover protections, although these will not provide the full protections afforded by the UK Takeover Code and enforcement of such provisions will be the responsibility of Omega Insurance Holdings Limited, not any regulatory authority.