Tawa PLC Demerger of Risk Carrier Business -5-

Mr Niemczewski entered into a service agreement with the Company on 12 December 2013 under which he will be appointed as Group Chief Executive Office with effect from the Demerger Effective Date. The agreement states that Mr Niemczewski's employment shall continue until terminated by not less than 52 weeks' notice, with the ability to pay him in lieu of all or part of his notice period and/or to place him on garden leave for up to 26 weeks of his notice period. Mr Niemczewski will have an annual salary of GBP280,000 plus the opportunity to obtain a bonus of up to 100% of annual salary. Mr Niemczewski is entitled to various benefits under the agreement such as: (i) 12 per cent. salary contribution to Tawa 's pension scheme; (ii) life, health and income protection insurance plans; and (iii) entitlement to participate in the Company's Long Term Incentive share plan. There are provisions in the agreement requiring Mr Niemczewski to keep information about the Company confidential and to protect the Company's intellectual property rights. The service agreement contains various post-employment covenants relating to non-competition, non-dealing with customers, non-solicitation of customers, non-solicitation of employees and non-use of names or styles likely to be confused with any name or style used by Tawa or any group company. There are no change of control provisions in this service agreement however the Long Term Incentive share plan does include change of control provisions.

In terms of the appointment of Artur Pawel Niemczewski (aged 48) to the Board, there is no further information that is required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules for Companies, save for the following:

Mr Niemczewski is currently a Director of:

   --     Arthur Fleming & Co. Ltd 
   --     Bella Consulting Ltd 
   --     Martin Fleming Ltd

In the last 5 years, Mr Artur Pawel Niemczewski has been a Director of:

   --     Xchanging Broking Services Ltd 
   --     Garwyn Group Ltd 
   --     Garwyn EBT Ltd 
   --     Garwyn Ltd 
   8.         Relationship with FinP

The Tawa Relationship Deed will continue save for certain amendments to reflect the effect of the Demerger as set out in the Amended and Restated Relationship Agreement.

   9.         TAL Articles

The TAL Articles include a number of provisions which are intended to protect minority TAL Shareholders. These provisions include tag-along rights and an obligation on the TAL Directors to call an annual general meeting.

In addition, TAL will benefit from the statutory provisions of the Act applicable to private limited companies, such as statutory pre-emption rights on the allotment of TAL Ordinary Shares for cash.

   10.       Share Exchange Offer

The purpose of this paragraph is to provide details of a facility to be offered by FinP to certain TAL Shareholders. Tawa is not involved in the provision and/or administration of the Share Exchange Offer and if you are in any doubt as to the action to be taken you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent adviser.

FinP has agreed to provide the Share Exchange Offer to Qualifying TAL Shareholders (other than certain Overseas TAL Shareholders). Under the terms of the Share Exchange Offer Qualifying TAL Shareholders (other than certain Overseas TAL Shareholders) may elect to exchange TAL Ordinary Shares acquired by them pursuant to the Demerger for Tawa Ordinary Shares held by FinP.

The Share Exchange Offer is only available to Shareholders on the register at 5 p.m. on 19 December 2013. Acquirers of Tawa Existing Ordinary Shares after 5 p.m. on 19 December 2013 will not be able to take advantage of the Share Exchange Offer.

FinP has agreed to make available at least 15 million Tawa Ordinary Shares pursuant to the Share Exchange Offer (15 million Tawa Ordinary Shares representing approximately 13 per cent. of Tawa's current issued share capital and approximately 19 per cent. of FinP's interest in Tawa's current issued share capital). Each Qualifying TAL Shareholder can propose one ratio at which it wishes to exchange all or part of its holding of TAL Ordinary Shares for Tawa Ordinary Shares held by FinP provided that the maximum ratio is no more than two Tawa Ordinary Shares held by FinP for one TAL Ordinary Share. It is intended that the Share Exchange Offer will be open for a period of 21 days following the Demerger Effective Date. Following the end of this period, FinP's information agent will compile the Share Exchange Offer elections on a rank basis. FinP reserves the right, in its absolute discretion not to pro-rate elections which are made at the same ratio. In addition, FinP reserves the right, in its absolute discretion, not to accept elections in respect of some or all of the TAL Ordinary Shares in order to ensure maximum participation in number of Qualifying TAL Shareholders.

The number of Tawa Ordinary Shares FinP will make available pursuant to the Share Exchange Offer will be at least 15 million. FinP may, in its absolute discretion, decide to make available further of its Tawa Ordinary Shares for use in connection with the Share Exchange Offer.

The availability of the Share Exchange Offer will be subject to a number of conditions, including:

   --     the Demerger having become effective;

-- any regulatory and governmental approvals required for the operation of the Share Exchange Offer having been obtained;

-- no legal proceedings, regulatory or other prohibitions or other events preventing or materially affecting the ability of FinP to effect the Share Exchange Offer; and

-- no material adverse change having occurred in respect of (i) Tawa and/or TAL and (ii) financial markets generally.

The Directors and certain officers who are Qualifying Tawa Shareholders intend not to participate in the Share Exchange Offer.

The Directors make no recommendation to Shareholders regarding the Share Exchange Offer. If you are in any doubt as to the action to be taken you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent adviser.

Further details of the Share Exchange Offer will be sent to all TAL Qualifying Shareholders (other than certain Overseas TAL Shareholders) prior to the Demerger Effective Date.

The Share Exchange Offer will not affect the number of TAL Ordinary Shares received by Qualifying TAL Shareholders who do not make an election under the Share Exchange Offer.

   11.       Dividend policies

Continuing Tawa Group

Following the Demerger, and provided the Services Business develops as expected, the Continuing Tawa Group may generate sufficient profits and free cash flow to enable the Board to consider paying dividends relating to the financial year ending 31 December 2015. The declaration and payment of dividends by Tawa will be dependent upon its financial position, cash requirements, future prospects, profits available for distribution and other factors regarded by the Board as relevant at the time.

TAL

Following the Demerger, the TAL Directors do not anticipate paying dividends in the near future whilst the existing investments are in the process of being realised. It is intended that funds generated by the realisation of assets within the TAL Group will be paid to TAL Shareholders in the form of dividends or returns of capital.

   12.       Share Scheme

Once approved, the Demerger will apply to all Qualifying Tawa Shareholders, including holders of Tawa Existing Ordinary Shares acquired before the Demerger Record Time upon the vesting of awards granted under the Share Scheme. Awards granted under the Share Scheme will not automatically vest as a consequence of the Demerger. This is because such awards are subject to certain performance criteria which are required to have been met within certain periods in order for the awards to vest.

There are currently 1,418,137 awards outstanding under the Share Scheme. In relation to the outstanding awards, one of the four performance conditions has been satisfied which means that under normal circumstances 198,539 awards (equal to approximately 14 per cent. of the outstanding awards and 0.18 per cent. of the current issued share capital of Tawa) would vest in May 2014. The Board has exercised its discretion under the terms of the Share Scheme to amend the Share Scheme to allow the 198,539 awards (to which the satisfied performance condition relates) to vest early. These awards will vest conditional upon the Demerger becoming effective, if the Demerger does not occur then the conditional vesting will not be effective and the awards will continue to subsist and vest in accordance with the Share Scheme.

It is intended that the awards will be satisfied by the delivery of 198,539 Tawa Ordinary Shares held as treasury shares. Following the Reduction of Capital and the satisfaction of the awards from Tawa Ordinary Shares held in treasury the Company will have 119,318 Tawa Existing Ordinary Shares held as treasury shares. The Share Scheme will continue for the benefit of Continuing Tawa Group employees following the Demerger.

   13.       General Meeting

A General Meeting of the Company will be held to approve the Demerger and change of the Company's name, amongst other proposed resolutions. This will be held at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE on 10 January 2014 at 10.00 a.m.

The four resolutions that are to be proposed at the General Meeting are:

(1) Approval of the Reduction of Capital

(2) Approval of off-market share buy-backs

(3) Approval of the Demerger

(4) Approval of the change of name of Tawa to Pro Insurance Solutions plc