D F T Guidelines for Allied Dunbar : July 1987 General I. The Guidelines for Allied Dunbar rof lact the expectation that the company should be able to achieve sustained rapid rates of growth in turnover and profits through building on the strengths inherent In:- (a) A customer base of I million relatively affluent policyhold*rs and investors. (b) A large direct saletforce and a &aod relationship with 3,000 independent life assuranc a and Lavestment brakers. (c) A management teas experienced and Innovative in lif a, pensions, retail funds and related fields. (d) A highly efficient administrative to=, experienced in these fields and capable of operating sophisticated computer systems and controls. Financial Guidelines 2. Uturns : Allied Dunbar should aim for the annual Increase in thst value of B.A.T Industries' attributable share of the assessed value of the business together with not dividends paid to B.A.T Industries to be 25% of the opening value of the attributable assessed value. B.A.T Industries' attributable share should reflect the not liability to B.A.T Industries on outstanding shares and share options. Additionally, Allied Dunbar should seek to L=r"s* the Financial Surplus from Wm In 1987 to L137z In 1992, which represents a pro-tax return on B.A.T Industries' estimated book value rising from 19.9z in 1987 to 35.7% in 1992. 3. Gross Initial Candsolons : Allied Dunbar should aim, to achieve 10Z p.a. real growth in gross initial commissions. 4. Dividends : Allied Dunbar should seek to increase the dividend per share by at least IOZ p.a. in real terms. on this basis and assuming B.A.T Industries acquires shares promptly after issue, this u4nimum dividends required from Allied Dunbar are:- la 1987 1988 1989 1990 1991 1992 Not Dividend 35.0 40.4 46.8 54.1 62.5 72.2 C Tax Cradir- (ka)12.9 14.9 17.3 20.0 23.1 26.7 47.9 59.3 64.1 74.1 85.6 98.9 (These figures assume average inflation of 4.5% p.a. and an ACT rate of 27.) SpecifIc Priorities 5. The first priority La to retain the co=itment and motivation of the salesfarace and sales management in a period when it may be n*cosssrY 11Q. to adjust products. selling methods and commission arrangements to C> meet the requirement of now legislation and rogulacory arrangements., if, as part of this, it is intended to redesign at replace the existing share option scheme, provision should be made for appropriate consultation. BAT Industries document for Province of British Columbia 23 April 1999 2 6. Since margins an policies are likely to decline significantly there will need to be particular emphasis an improving salssforce productivity through attracting more customers and by providing existing customers with a wider range of attractive policies. Specific provision will need to be made for ansuricS the adequacy of the training and back-up services which Allied Dunbar provide to the salesforce. 7. Thar* should be continuing emph"Ls an ensuring that the quality and capacity of the information systems used within Allied Dunbar Ls such that these can not only support the existing business but can also be used as a positive factor La promoting new activities and services. The plans for Allied Dunbar should include adequate provision for the necessary investments both in the systems and La the management resource required for their operation and development. S. Allied Dunbar should continue to consider, with Eagle Star, the extent to which cross-sallLng of Eagle Star Life and Central Insurance products can be --A- attractive to the two companies and to iwiividual salesman. 9. Thera should be continuing emphasis on the need to achieve above average investment performance. Criteria should be developed for measuring this performance, which should be monitored an a continuing basis relative to key comparator companies. 10. There should be further consideration of options for enhancing the existing business base L=IudLug:- (a) Strengthening the branding of the names Allied Dunbar and thoe Financial Planning Service. (b) Reassessing opportunities in the Broker market. (c) Developing a segmented salssforce aimed at different custoner groups. (d) Developing an International salesforce. (a) Developing arrangements with other financial service institutions similar to those already established with Estate Agents. (f) Considering the potential for extending the customer base co compete more strongly in the sectors of the market currently served by Industrial Life companies. 11. Allied Dunbar should also consider the possibilities for further extending its activities La financial services through a major acquisition to be funded by B.A.T Industries. In assessing these possibilities, key critaria to be not will be that the acquisition should be in an activity where the *xistin strengths and expertise of Allied Dunbar can be applied to enhance the value of the company acquired and that it should enable Allied Dunbar to establish a strong competitive position within the relevant urket sector. ISIDJA 21st July 1987 BAT Industries document for Province of British Columbia 23 April 1999