Hardy Underwriting Group PLC : Results of Special General Meeting

Hardy Underwriting Bermuda Ld

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

26 April 2012

HARDY UNDERWRITING BERMUDA LIMITED

(the "Company" or "Hardy")

RESULTS OF SPECIAL GENERAL MEETING

Hardy is pleased to announce that at a Special General Meeting of the Company held earlier today, the resolution to approve the Merger Agreement in relation to the acquisition by CNA Financial Corporation of the entire issued and to be issued share capital of Hardy, as set out in the meeting notice and Circular to shareholders published on 2 April 2012, was duly passed with the requisite majority. Details of the votes received are outlined below:

	Number of Hardy Shares voted	Percentage of Hardy Shares voted	Number of Hardy Shares voted as a percentage of issued share capital of Hardy (excluding shares held in treasury)
For	32,343,403	99.99%	63.24%
Against	4,651	0.01%	0.01%
Total	32,348,054	100%	63.25%

The following Directors gave irrevocable undertakings to vote in favour of the Acquisition at the Special General Meeting (or to accept an offer (if the Acquisition is implemented by way of a Takeover Offer)) and have accordingly voted in favour of the resolution in relation to the following Hardy Shares:

Name	Number of Hardy Shares*	Percentage of issued share capital of Hardy (excluding shares held in treasury)
P Bailie	44,005	0.09%
J Cusack	3,800	0.01%
A Dunkle	22,000	0.04%
P Gage	185,620	0.36%
F Luck	-	0.00%
J MacDiarmid	133,877	0.26%
D Mann	1,277,500	2.50%
B Merry	580,885	1.14%
A Taylor	17,000	0.03%
Total	2,264,687	4.43%

*    These numbers include Hardy Shares held by family members of the relevant director to which the irrevocable also relates as well as Hardy Shares to be issued in accordance with the terms of the Hardy Share Schemes (where relevant)

The following Hardy Shareholders gave irrevocable undertakings to vote (or in the case of Majedie Asset Management Limited to instruct its client's custodian to vote) in favour of the Acquisition at the Special General Meeting (or to accept an offer (if the Acquisition is implemented by way of a Takeover Offer)), and have accordingly voted in favour of the resolution in relation to the following Hardy Shares:

Name	Number of Hardy Shares	Percentage of issued share capital of Hardy (excluding shares held in treasury)
1. Majedie Asset Management Limited (as agent for and on behalf of discretionary investment management clients)	3,362,350	6.57%
2. Jupiter Asset Management Limited	2,781,097	5.44%
3. Aviva Investors Global Services Limited	2,327,288	4.55%
4. Henderson Global Investors Limited	2,048,000	4.00%
Total	10,518,735	20.57%

Arab Insurance Group (B.S.C.) provided a letter to CNA, dated 1 April 2012, expressing its intention to vote in favour of the Acquisition in relation to 3,663,995 Hardy Shares representing 7.16 per cent. of the issued share capital of Hardy (excluding shares held in treasury) and has accordingly voted in favour of the resolution.

The Acquisition remains subject to further conditions including, inter alia, regulatory approvals as outlined in the Circular. 

It is expected that the cancellation of the admission to trading of Hardy Shares on the London Stock Exchange's main market for listed securities and the admission of Hardy Shares to the Official List will take place by no later than 6.00pm on the Acquisition Effective Date.  The consideration due to Hardy Shareholders will be sent within 10 Business Days after the Acquisition Effective Date. 

A further announcement will be made as to the likely timing of the Acquisition Effective Date.

Terms used in this announcement shall have the same meaning as in the Circular unless stated otherwise.

- ENDS -

Enquiries

HardyTel: [phone]

Barbara Merry, Chief Executive

RothschildTel: [phone]

(Joint financial adviser to Hardy)

Crispin Wright

Peel HuntTel: [phone]

(Joint financial adviser to Hardy)

James Britton

Redleaf PolhillTel: [phone]

(PR adviser to Hardy)                                                                            [e-mail]

Emma Kane / Samantha Robbins

CNATel: [phone]

Thomas F. Motamed, Chairman and Chief Executive

Aon Benfield SecuritiesTel: [phone]

(Financial adviser to CNA)

Paul Rayner / Ross Milburn

Fleishman-HillardTel: [phone]

(PR adviser to CNA)

Alan O'Sullivan

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