BFD Benfield Group

RNS Number:4679R
Benfield Group Limited
02 April 2008


            Annual Report and Accounts 2007 and associated documents


Benfield Group Limited ("Benfield" or the "Company"), the world's leading
independent reinsurance and risk intermediary, today announces that it has
submitted to the Financial Services Authority copies of the following documents:

*   Annual Report and Accounts 2007
*   Notice of Annual General Meeting to be held on 2 May 2008 (the "Notice")
*   Form of Proxy

These documents will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London  E14 5HS

Copies of these documents may also be obtained from:

Company Secretariat
Benfield Group Limited
55 Bishopsgate
London  EC2N 3BD


The documents will also shortly be available on the Benfield website 
www.benfieldgroup.com

Resolution 8 in the Notice proposes certain amendments to Benfield's Bye-laws,
primarily to update them to reflect changes in both Bermuda and English law and
practice.

The principal changes to the Bye-laws are summarised below (extract from the
Directors' Report contained in the Annual Report and Accounts 2007).


Notice for general meetings

The current Bye-laws require an Annual General Meeting and a meeting of the
Company called for the passing of a Special Resolution to be called on 21 clear
days' notice; all other general meetings require 14 clear days' notice.  To
reflect recent changes introduced by the UK Companies Act 2006 in respect of UK
companies, the notice required for a meeting of the Company called for the
passing of a Special Resolution (other than an annual general meeting) is to be
reduced to 14 clear days.  The only meeting requiring 21 clear days' notice will
be an Annual General Meeting.


Lock-up provisions

Restrictions contained in the Bye-laws on the transfer of shares held by certain
corporate shareholders and employees at the time the Company's shares were
admitted to trading on the London Stock Exchange have now expired and are
accordingly being deleted, together with related definitions.


Disclosure of interests in shares

The current Bye-laws require each shareholder who is interested in 3 per cent or
more of the Company's share capital to notify that interest to the Company at
the time of acquisition and subsequently when the interest is increased or
reduced.  The UK Listing Authority's Disclosure and Transparency Rule 5 (DTR 5)
provides a similar (but in certain respects different) disclosure regime for
shareholders and others with an interest in the voting rights attached to shares
in the Company.  Rather than have two such regimes in parallel, the disclosure
rules in the Bye-laws are being deleted, leaving DTR 5 to apply alone.

DTR 5 requires disclosure of notifiable interests in a UK incorporated company
which reach, exceed or fall below 3 per cent of the company's issued share
capital and each 1 per cent above that level.  The disclosure has to be made
within two trading days of the relevant transaction.  In the case of a non-UK
incorporated company such as the Company, the disclosure obligation applies when
a notifiable interest reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50
and 75 per cent of the Company's issued share capital, and the disclosure has to
be made within four trading days.

The current Bye-laws contain a sanction for non-disclosure by permitting the
Directors to disenfranchise the shares in respect of which default has been
made. If those shares amount to at least 0.25 per cent of the issued shares of
the same class, dividends may also be withheld.  These sanctions are to be
retained for breaches of DTR 5.


Power of the Company to investigate interests in shares

Bye-law 87.C(5), which permits the disenfranchisement of a Member's shares where
the Member has failed to respond to a request notice concerning interests in
those shares, is repeated with the correction of a typographical error.


Takeover provisions

The current Bye-laws adopt certain of the provisions of The City Code on
Takeovers and Mergers.  The Substantial Acquisition Rules of the Code have been
abolished and the opportunity is being taken to remove references to those Rules
from the Bye-laws.


Treasury shares

The current Bye-laws permit the Company to purchase its own shares for
cancellation. Changes in Bermuda law now enable a company to acquire its own
shares and hold those shares as treasury shares without being cancelled. To
reflect these legal changes and to provide increased flexibility, the Bye-laws
are being amended to enable the Company either to purchase its shares for
cancellation or to acquire them as treasury shares.



                                   -ENDS-

Contacts:

Analysts & Investors                                   
Julianne Jessup               Benfield                   +44 (0) 20 7578 7425
Rob Bailhache                 Financial Dynamics         +44 (0) 20 7269 7200

Media
David Bogg                    Benfield                   +44 (0) 20 7522 4016
Peter Rigby                   Haggie Financial           +44 (0) 20 7417 8989



Benfield is the world's leading independent reinsurance and risk intermediary.
Its customers include many of the world's major insurance and reinsurance
companies as well as government entities and global corporations.   Benfield
operates from more than 50 locations worldwide. The company is listed on the
London Stock Exchange under the ticker symbol BFD.  www.benfieldgroup.com






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