PwC Advisory Services Asbestos: A way forward from financial uncertainty 14 June 2005

PricewaterhouseCoopers LLP Who we are Neil Gayner – Director Neil has been involved with the insurance industry for many years as a management consultant and more recently specialising in restructuring using Schemes of Arrangement He has specialised in dealing with latent claims issues. Alan Augustin – Senior Manager Alan has been involved in the insurance industry for over 15 years and is experienced in the management and closure of long-tail liabilities He is currently involved in developing solutions for corporates with asbestos liabilities

PricewaterhouseCoopers LLP Overview Successful companies in many industries are facing threats from asbestos liabilities arising out of historic activities Value and propensity of claims arising has increased over recent years. Forecasts indicate that they are unlikely to peak for at least 10 years Perception and performance of business can be materially affected by such legacy claims There may be a solution that benefits all stakeholders

PricewaterhouseCoopers LLP Corporate Potential impact of asbestos exposures Disclosure/ accounts Customer contracts Negative perception Restrictions on dividends Reputation Trapped value Board distraction Lenders’ attitude Unpredictable cash flow Complete uncertainty Share price

PricewaterhouseCoopers LLP Generic options available Now Do nothing Seek insurance in respect of the liabilities Restructure the business Sell the company Implement a scheme of arrangement

PricewaterhouseCoopers LLP Scheme of arrangement Binds actual and contingent claimants if approved Court sanction required Of those claimants who vote, requires for each class: Recognised and tested process Companies Act 1985 (section 425) procedure Requires notification to potential claimants 50% by number 75% by value Fair process

PricewaterhouseCoopers LLP Basic structure of the scheme of arrangement solution Existing company Current operations Asbestos liabilities Initial assets Scheme of arrangement Newco Ongoing obligation to fund any shortfall in Newco (subject to an annual limit) Transfer of payment obligation Creation of fund

PricewaterhouseCoopers LLP Benefits of scheme of arrangement For the company: Certainty Protection from an increase or acceleration in asbestos liabilities Controls impact of future adverse cash flows Positive PR ‘Frees’ company from legacy issues from both a trading and investment perspective For potential claimants: Establishment of a fund and company protection from insolvency means claims will be paid as they arise

PricewaterhouseCoopers LLP Key messages Successful companies in many industries are facing threats from asbestos liabilities arising out of historic activities Value and propensity of claims arising has increased over recent years. Forecasts indicate that they are unlikely to peak for at least 10 years Perception and performance of business can be materially affected by such legacy claims Ring fencing asbestos liabilities using a Scheme of Arrangement may provide benefits to all stakeholders

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