Result of Court Meeting and General Meeting

Brit Insurance Holdings PLC Results of Court Meeting and General Meeting Brit Insurance Holdings PLC (the "Company") is pleased to announce that, at the Court Meeting held earlier today, shareholders approved, without modification, the scheme of arrangement proposed in a circular sent to shareholders dated 12 November 2009 (the "Scheme Circular"). Unless otherwise stated, terms used in this announcement shall have the same meanings as set out in the Scheme Circular. The implementation of the Scheme remains subject to the satisfaction of the conditions as set out in the Scheme Circular. At a hearing convened for 18 December 2009, the High Court is expected to approve the Scheme, which will result in a new Dutch company, New Brit, becoming the ultimate parent company of the Group. It is expected that the Scheme will become effective on 21 December 2009. As is currently the case for the Company, New Brit will have its primary listing on the London Stock Exchange and, upon listing, will replace the Company as a member of the FTSE 250 Index. At the General Meeting that immediately followed the Court Meeting, shareholders also approved, without modification, all resolutions proposed in the notice of General Meeting included in the Scheme Circular. The resolutions provided, among other things, for approval of the Scheme, including a reduction of capital of the Company, and for the adoption of various share schemes by New Brit. The full results of the votes cast at the Court Meeting were as follows:+-------------------------------------------------------------------+ | | For | Percentage | Against | Percentage | | | | | | | |-----------------+-------------+------------+---------+------------|| Number of | 388 | 92% | 32 | 8% | | holders voting | | | | | | | | | | | |-----------------+-------------+------------+---------+------------|| Number of votes | 218,361,202 | 99.8% | 35,278 | 0.02% | | cast | | | | | | | | | | | +-------------------------------------------------------------------+1,962 Scheme Shareholders, holding between them 82,364,976 (26%) total votes attaching to all Scheme Shares, did not vote either in person or by proxy at the Court Meeting.Voting at the General Meeting was conducted by poll on all resolutions. The full results were as follows:+-------------------------------------------------------------------+ | No. | Resolution | For | Against | Withheld | | | | | | | |-----+----------------------+-------------+-----------+------------|| 1 | Special Resolution | 219,885,257 | 33,265 | 11,667,109 | | | approving the Scheme | (99.98%) | (0.02%) | | | | of Arrangement, a | | | | | | reduction of capital | | | | | | of the Company and | | | | | | related matters. | | | | | | | | | ||-----+----------------------+-------------+-----------+------------|| 2 | Ordinary Resolution | 226,426,136 | 1,046,315 | 4,113,180 | | | to approve the New | (99.54%) | (0.46%) | | | | Brit Bonus Share | | | | | | Matching Plan 2009 | | | | | | adopted by New Brit | | | | | | | | | ||-----+----------------------+-------------+-----------+------------|| 3 | Ordinary Resolution | 228,120,971 | 1,018,815 | 2,445,845 | | | to approve the New | (99.56%) | (0.44%) | | | | Brit Performance | | | | | | Share Plan 2009 | | | | | | adopted by New Brit | | | | | | | | | ||-----+----------------------+-------------+-----------+------------|| 4 | Ordinary Resolution | 222,663,734 | 6,473,782 | 2,448,115 | | | to approve the New | (97.17%) | (2.83%) | | | | Brit Executive Share | | | | | | Option Scheme 2009 | | | | | | adopted by New Brit | | | | | | | | | ||-----+----------------------+-------------+-----------+------------|| 5 | Ordinary Resolution | 230,899,890 | 110,648 | 575,093 | | | to approve the New | (99.95%) | (0.05%) | | | | Brit Employee Share | | | | | | Ownership Plan 2009 | | | | | | adopted by New Brit | | | | | | | | | ||-----+----------------------+-------------+-----------+------------|| 6 | Ordinary Resolution | 231,412,633 | 90,782 | 82,216 | | | to approve the New | (99.96%) | (0.04%) | | | | Brit Sharesave | | | | | | Scheme 2009 adopted | | | | | | by New Brit | | | | | | | | | |+-------------------------------------------------------------------+1,962 Shareholders, holding between them 82,364,975 (26%) total votes attaching to all Shares, did not vote either in person or by proxy at the General Meeting. Copies of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the UKLA and will shortly be available for inspection at the UKLA's document viewing facility, which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS. Cancellation of Treasury Shares Upon the passing of the resolutions at the Court Meeting and the General Meeting, 15,834,412 shares in the capital of the Company held by the Company in treasury were cancelled. Enquiries: Brit Insurance Holdings PLC Dane Douetil, Chief Executive Officer 020 7984 8500 Paul Gildersleeves, Head of Corporate Development 020 7984 8763 Numis Securities Limited 020 7260 1000 Oliver Hemsley Stuart Skinner Lexicon Partners Limited 020 7653 6000 Angus Winther Haggie Financial 020 7417 8989 David Haggie Peter Rigby Juliet Tilley This announcement does not constitute an invitation or offer to sell or the solicitation of an invitation or offer to buy any security. None of the securities referred to in this announcement shall be sold, issued, exchanged or transferred in any jurisdiction in contravention of applicable laws.Numis Securities Limited is acting as sponsor for New Brit's listing and as joint financial adviser to the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Proposals or the contents of this announcement.Lexicon Partners Limited is acting as joint financial adviser to the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Proposals or the contents of this announcement.Notice to United States residentsThis announcement is not an offer of securities in the United States.The New Brit shares to be issued in connection with the Proposals will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exception from registration provided by Section 3(a)(10) thereof.Notes to Editors The Company's operations comprise three strategic business units: Brit Global Markets, Brit Reinsurance and Brit UK. All three have access to the two regulatory vehicles through which Brit Insurance underwrites: Brit Insurance Limited which is a UK FSA regulated insurance company and Lloyd's syndicate 2987 which is managed by Brit Syndicates Limited. Brit Insurance has UK underwriting offices in London, Reading, Birmingham, Bristol, Glasgow, Leeds, Darlington, Belfast and Manchester.For more information please go to: www.britinsurance.com---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.