22/03/2024 - Admiral Group plc: Notice of 2024 AGM

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ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 03849958)

If you would prefer a paper proxy form, you may request one from the Company's registrar, Link Group. Details of the registrar and further information on how to appoint a proxy to vote on your behalf are set out in the notes to the Notice.

Your proxy vote must be received by no later than 1:30pm on Tuesday, 23 April 2024 for it to be valid.

The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 19 are proposed as ordinary resolutions. This means that for each of those resolutions to

be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 20 to 23 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

ORDINARY BUSINESS

Annual Report and Accounts (Resolution 1)

The Directors present to shareholders at the AGM the Annual Report and Accounts for the year ended 31 December 2023 together with the Strategic Report and the Directors' and Auditors' Reports on the Annual Report and Accounts.

Directors' Remuneration Report (Resolution 2)

Shareholders are asked to approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy (referred to in Resolution 3)) for the year ended 31 December 2023.

The Directors' Remuneration Report is set out in full in the Annual Report and Accounts of the Company at pages 185 to

197. The vote is advisory only, and the Directors' entitlement to remuneration is not conditional on the resolution being passed.

Directors' Remuneration Policy (Resolution 3)

Shareholders are asked to approve the Directors' Remuneration Policy which is set out on pages 176 to 184 of the Directors' Remuneration Report in the Annual Report and Accounts. The vote on Resolution 3 is binding in nature and, if approved, the revised Directors' Remuneration Policy will take effect from the end of the AGM. Once the Directors' Remuneration Policy has been approved, the Company may not make a remuneration payment or payment for loss of office to a director or former director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or has otherwise been approved by a shareholder resolution. The Directors' Remuneration Policy will next be submitted to shareholders no later than the AGM in 2027. A summary of the key changes to the Directors' Remuneration Policy last approved in 2021 is set out in Appendix 2 which can be found on page 15 of this document.

Dividends (Resolution 4)

A final dividend of 52 pence per ordinary share is currently recommended by the Directors for payment to shareholders on the register of members at the close of business on 10 May 2024. If approved by shareholders and the Directors' recommendation has not been revoked or deferred in accordance with the Company's Articles of Association, the final dividend will become due and payable on 7 June 2024.

Appointment and Re-Appointment of Directors (Resolutions 5 to 15)

The Articles of Association approved by shareholders at the AGM held on Thursday, 28 April 2022 provide that all directors will retire and offer themselves for re-appointment at each AGM, in accordance with the UK Corporate Governance Code 2018 and the Company's current practice. Therefore, all continuing Directors will be submitting themselves for re-appointment by shareholders at the forthcoming AGM. The Board is satisfied that all are properly qualified for their re-appointment by virtue of their skills and experience and their contribution to the Board and its Committees.

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A summary of the skills, experience and contribution of each Director proposed for appointment and re- appointment, which in the Board's view illustrates why each Director's contribution is, and continues to be, important to the Company's long term sustainable success, can be found in Appendix 1, which can be found on pages 12 to 15 of the notes to the Notice.

Having considered the performance of, and contribution made by, each of the Directors standing for re- appointment, following an evaluation of their performance, the Board remains satisfied that each of the relevant Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time to Board and Committee meetings and their other duties. The Board considers each of the Non-Executive Directors proposed for re-appointment is independent in character and judgment and that there are

no relationships or circumstances likely to affect (or appear to affect) his or her judgment. Accordingly, the Board unanimously recommends the re-appointment of these Directors.

Auditors (Resolutions 16 and 17)

The Company is required at each general meeting at which accounts are presented to appoint Auditors to hold office until the next such meeting. It is proposed that Deloitte LLP be and are hereby reappointed Auditors of the Company and will hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before shareholders. Accordingly, Resolution 16 seeks shareholder approval for the re-appointment of Deloitte LLP as Auditors to the Company.

Resolution 17 seeks shareholder approval for the Audit Committee (for and on behalf of the Directors) to be authorised to determine the remuneration of the Auditors, Deloitte LLP.

SPECIAL BUSINESS

Authority for political donations and expenditure (Resolution 18)

Resolution 18 concerns Part 14 of the Companies Act 2006 (CA 2006) which provides that political donations made by

a company to political parties, other political organisations and independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

It is the Company's policy not to make donations to, or incur expenditure on behalf of, political parties, other political organisations or independent election candidates and the Board has no intention of changing this policy. However, as a result of the wide definitions in the CA 2006, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local and national level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the CA 2006.

Resolution 18 does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the CA 2006 and is intended to authorise normal donations and expenditure. If approved, Resolution 18 will allow the Company and its subsidiaries to make donations to political parties, other political organisations and independent election candidates and to incur political expenditure (as defined in the CA 2006) up to an aggregate limit of £100,000 during the period beginning on the date of passing this resolution and ending on the earlier of the conclusion of the next AGM or 30 June 2025, whilst avoiding, because of the uncertainty over the definitions used

in the CA 2006, inadvertent or technical infringement of the CA 2006. The authority will not be used to make political donations within the normal meaning of that expression.

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Authority of Directors to allot shares (Resolution 19)

Resolution 19 seeks shareholder approval to renew the Directors' authority to allot shares.

The Investment Association Share Capital Management Guidelines on Directors' authority to allot shares state that its members

will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two thirds of the Company's issued share capital. The Guidelines provide that any routine authority to allot shares representing in excess of one third of the Company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive offer.

In accordance with these guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £204,203.12, representing the Investment Association's Guidelines limit of approximately two thirds of the Company's issued ordinary share capital as at Friday, 15 March 2024 (the latest practicable date prior to publication of this Notice). Of this amount, £102,101.56 (representing approximately one third of the Company's issued ordinary share capital) can only be allotted pursuant to a rights issue. The Board has decided that it will limit paragraph (b) of the allotment authority to rights issues this year in line with past practice and not expand this authority to fully pre-emptive offers as permitted by the Investment Association's Guidelines as updated in February 2023, but will keep emerging market practice under review. The Directors consider the current limitation to rights issues provides sufficient flexibility to the Company for present purposes.

It is the Company's policy to seek renewal of these authorities annually and the authorities sought under paragraphs (i) and (ii) of this resolution will expire at the earlier of the conclusion of the Company's next AGM or 30 June 2025. The Directors intend to seek to renew such authority at successive AGMs of the Company.

The Directors have no current intention to exercise this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

As at Friday, 15 March 2024 (being the latest practicable date before publication of this Notice), the Company does not hold any ordinary shares in the capital of the Company in treasury.

Disapplication of pre-emption rights (Resolutions 20 and 21)

If the Directors wish to allot new shares and other equity securities or sell treasury shares for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to the shareholders, in proportion to their existing holdings.

The Directors have no present intention to exercise this authority, except in connection with the Company's employee share schemes. However, the Directors consider it desirable to have flexibility to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. This cannot be done under the CA 2006 unless the shareholders have first waived their pre-emption rights. The purpose of Resolutions 20 and 21, which are each proposed as special resolutions, is to enable shareholders to waive their pre-emption rights.

In November 2022, the Pre-Emption Group updated their Statement of Principles (the "Pre-EmptionGroup Principles") to allow the following annual disapplication of pre-emption rights:

1. 10 per cent. of issued ordinary share capital (excluding treasury shares) which may be issued on an unrestricted basis; (ii) an

additional 10 per cent. of issued ordinary share capital (excluding treasury shares) which may be issued for either "an acquisition or specified capital investment"; and (iii) a limited follow-on offer to existing holders of securities not allocated shares under an issue made under either (i) or (ii) above.

Resolution 20 authorises Directors to allot new shares, pursuant to the authority given by Resolution 19, or to sell treasury shares for cash:

1. up to a nominal amount of £204,203.12 representing approximately two thirds of the Company's issued ordinary share capital, to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant to a rights issue (rather than an open offer), the Directors may only allot shares up to a nominal amount of £102,101.56 (representing approximately one third of the Company's issued ordinary share capital) (in each case, subject to any limits, restrictions or arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider necessary or appropriate);
2. otherwise up to a nominal value of £30,630.47 equivalent to approximately 10 per cent. of the total issued ordinary share capital of the Company as at Friday, 15 March 2024; and
3. otherwise up to a nominal amount of £6,126.09, equivalent to approximately two per cent. of the total issued ordinary share capital of the Company as at Friday, 15 March 2024, for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles,

in each case without the shares first being offered to shareholders in proportion to their existing holdings.

Resolution 21 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment. The authority under Resolution 21 is limited to:

1. a nominal value of £30,630.47 equivalent to approximately
   10 per cent. of the nominal value of the ordinary share capital of the Company in issue on Friday, 15 March 2024; and
2. a nominal value of £6,126.09, equivalent to approximately two per cent. of the nominal value of the ordinary share capital of the Company in issue on Friday, 15 March 2024 for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

The Directors confirm that they will only allot shares for cash representing an additional 10 per cent. of the issued ordinary share capital of the Company pursuant to the authority referred to in Resolution 21 where that allotment is in connection with an acquisition or a specified capital investment (as defined

in the Pre-Emption Group Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment (with the further authority for no more than two per cent. to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Principles).

The authority sought by the Directors in both Resolution 20 and Resolution 21 includes the ability to issue up to two per cent. of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-preemptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-Emption Group Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe and the issue price of

the shares.

This disapplication authority is in line with institutional shareholder guidance, and in particular, with the Pre-Emption Group Principles and the Investment Association's Share Capital Management Guidelines . In respect of Resolutions 20 and 21, the Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles and the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group Principles.

If given, the authority will expire at the earlier of the conclusion of the next AGM of the Company or 30 June 2025. The Directors intend to seek to renew such power at successive AGMs of the Company.

Authority for the Company to purchase its own shares (Resolution 22)

The Company's Articles of Association permit the purchase by the Company of its own shares subject to shareholders' prior approval being obtained. This resolution seeks shareholder approval to authorise the Company to buy back up to 15,315,233 ordinary shares. If given, the authority will expire on 30 June 2025, or, if earlier, at the conclusion of the next AGM of the Company. The Directors intend to seek to renew this power at subsequent AGMs of the Company.

The resolution specifies the maximum number of ordinary shares which may be purchased (representing 5 per cent. of the Company's issued ordinary share capital as at Friday, 15 March 2024) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the CA 2006 and the Listing Rules.

Given the increase in staff numbers, the continued determination to maintain staff participation in the Company's share plans and the necessity to remain within the dilution rules set out in those plans, if this resolution is passed by shareholders the Company may seek to exercise this authority for the purpose of purchasing shares in the market in order to supplement the shares available for distribution to staff under the Company's share plans.

Prior to exercising this authority, the Company's Remuneration Committee will review fully the potential impact on the measures used to determine the Company's incentive awards and would make proposals to the Board as appropriate in order that they can determine whether such purchase is in the best interests of all shareholders.

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Under the CA 2006, the Company is allowed to hold its own shares in treasury following a buy back instead of cancelling them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by Resolution 22, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.

The Directors will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury.

As at Friday, 15 March 2024, being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury and does not have any warrants in issue in relation to its shares.

Notice Period for meetings (Resolution 23)

Under the CA 2006, all general meetings shall be held on 21 clear days' notice unless shareholders approve a shorter notice period, subject to a minimum of 14 clear days. AGMs must continue

to be held on at least 21 clear days' notice. Resolution 23 seeks shareholder approval to all general meetings (other than an AGM) on 14 clear days' notice and it is equivalent to the authority granted by shareholders to the Directors at the 2023 AGM.

The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. In order to allow for the shorter notice period, the Company will continue to make electronic voting available to shareholders.

The shorter notice period would not be used as a matter of routine for general meetings, but only on an exceptional basis, where such flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Action to be taken

We encourage you to complete and submit a proxy appointment in accordance with the notes to the Notice of AGM set out on page 9 whether or not you intend to be present at the AGM. Proxies should be submitted so as to be received by Link Group as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM.

Recommendation

Your Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the resolutions, as they intend to in respect of their own beneficial holdings.

Yours sincerely

Mike Rogers

Chair

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ADMIRAL GROUP PLC

(Incorporated in England and Wales with registered number 03849958)

Notice of Annual General Meeting

of the CA 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this Resolution 19 "rights issue" means an offer to:

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Disapplication of pre-emption rights

20. That, in substitution for all existing authorities and subject to the passing of Resolution 19, the Directors be generally empowered pursuant to section 570 of the CA 2006 to allot equity securities (as defined in section 560(1) of the CA 2006) for cash pursuant to the authority granted by Resolution 19 and/or pursuant to section 573 of the CA 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the CA 2006, such authority to be limited:

1. to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (ii) of Resolution 19, by way of a rights issue only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (i) of this Resolution 20) up to a nominal amount of £30,630.47 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
2. to the allotment of equity securities and/or sale of treasury shares (in each case otherwise than in the circumstances set out in paragraph (i) or paragraph (ii) of this Resolution 20) up to a nominal amount equal to
   20 per cent. of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph (ii) of this Resolution 20, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date

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of this Notice, such authority to apply until the earlier of the conclusion of the next AGM of the Company

or 30 June 2025, unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/ or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purpose of this Resolution 20, "rights issue" has the same meaning as in Resolution 19 above.

21. That, in addition to any authority granted under Resolution 20, and subject to the passing of Resolution 19, the Directors be generally empowered pursuant to section 570 of the CA 2006 to allot equity securities (as defined in section 560(1) of the CA 2006) for cash pursuant to the authority granted by Resolution 19 and/or pursuant to section 573 of the CA 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the CA 2006, such authority to be limited:

1. to the allotment of equity securities and/or sale of treasury shares for cash up to a nominal amount of £30,630.47 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement
   of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
2. to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (i) of this Resolution 21) up to a nominal amount equal to 20 per cent. of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph (i) of this Resolution 21, such authority to be used only for the purposes of making
   a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to apply until the earlier of the conclusion of the next AGM of the Company or 30 June 2025 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities

to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

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Notes to the Notice of Annual General Meeting.

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The right of shareholders to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the CA 2006 (Nominated Persons). Nominated Persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in

the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

1. Members will not receive a Form of Proxy in the post. Members may request a hard copy proxy form directly from the registrars, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, who can be contacted via email at shareholderenquiries@linkgroup.co.uk or on 0371 664 0300 (Shareholders). If you are outside the United Kingdom, please call +44 (0) 371 664 03001. Calls are charged at the standard geographic rate and will vary by provider. Calls outside
   the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
2. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 1:30pm on Tuesday, 23 April 2024 in order to be considered valid or,
   if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
   An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 1 above) or appointing a proxy via Proxymity will not prevent a shareholder from attending the meeting and voting in person if they wish to do so.
4. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion or withhold from voting.

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
2. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 and for the purposes of section 360B of the CA 2006, in order to be able to attend and vote at the AGM or any adjourned meeting, (and also for the purposes of calculating how many votes a person may cast), a person must have their name entered on the register of members of the Company by 6pm on Tuesday, 23 April 2024 (or 6pm on the date two days before any adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
3. As at Friday, 15 March 2024, being the last business day prior to the printing of this Notice, the Company's issued capital consisted of 306,304,676 Ordinary Shares carrying one vote each. The Company holds no shares in treasury. Therefore, the total voting rights in the Company as at Friday, 15 March 2024 are 306,304,676.
4. Under section 527 of the CA 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
5. 1. the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the meeting; or
   2. any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the CA 2006.
      The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the CA 2006. Where the Company is required to place a statement on a website under section 527 of the CA 2006, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the CA 2006 to publish on a website.
6. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting. However, members should note that no answer need be given in the following circumstances:
7. 1. if to do so would interfere unduly with the preparation of the meeting or would involve a disclosure of confidential information;
   2. if the answer has already been given on a website in the form of an answer to a question; or
   3. if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.