Mapfre Middlesea plc - Change in Nominal Value

On 8 April, Middlesea Insurance plc published the agenda for the upcoming Annual General Meeting scheduled to be held on Tuesday 3 May 2011. The agenda proposes four ordinary resolutions and two extraordinary resolutions. As disclosed in the Preliminary Profit Statement issued on 15 March 2011, the Company is seeking to offset all its accumulated losses on the Profit & Loss Account as at 31 December 2010 amounting to €37,413,505. The Directors are proposing to offset this loss against:

i)    a reduction of €1,533,505 from the ‘Share Premium Account’ which will decline from €2,221,405 to €687,900;

ii)    a reduction of €35,880,000 from the ‘Issued Share Capital’ from €55,200,000 to €19,320,000 which translates into a decline in the nominal value of each share from €0.60 to €0.21. The number of shares in issue will remain at 92,000,000.

    In line with the reduction in the ‘Issued Share Capital’, the Company is also proposing to reduce the ‘Authorised Share Capital’ from €90 million divided into 150 million shares of a nominal value of €0.60 each to €31.5 million divided into 150 million ordinary shares of a nominal value of €0.21 per share.

    The second extraordinary resolution relates to a new sub-clause in the Memorandum of Association of the Company.