Pre-Annual General Meeting Information • Mar 15, 2022
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser. The whole text of this document should be read.
If you sell or otherwise transfer or have sold or otherwise transferred all of your common shares of US\$0.50 each in the capital of Lancashire Holdings Limited ("Common Shares"), please forward this document and the 2021 Annual Report and Accounts to the stockbroker, bank or other agent who arranged the sale or transfer for transmission to the purchaser or transferee. If you have sold or transferred part of your holding of Common Shares you are advised to consult your stockbroker, bank or other agent who arranged the sale or transfer.
(Incorporated and registered in Bermuda under registration number EC37415)
Notice of the Annual General Meeting of Lancashire Holdings Limited to be held at Power House, 7 Par-la-Ville Road, Hamilton HM 11, Bermuda on 27 April 2022 commencing at 12.30pm Bermuda time is set out on pages 9-12 of this document.
Your Board of Directors is looking forward to welcoming Shareholders to the AGM which you will be able to attend in person at the Company's offices in Bermuda. Last year, our Shareholders were able to participate in our AGM remotely via a dedicated telephone conference facility and we have additionally decided to continue with this practice for the 2022 AGM. Shareholders wishing to participate via this telephone conference facility will be required to pre-register for it, and details of the pre-registration process are set out on page 3.
The Company may be required to change the arrangements for the meeting at short notice should government restrictions on public gatherings or other social distancing measures be reintroduced, for example as a result of a further outbreak of COVID-19. In such circumstances, the Company may be required to hold the AGM entirely in electronic form, without Shareholders being able to attend in person. If this is the case, we will publish the relevant information on the Company's website (www.lancashiregroup.com) and make an announcement to the London Stock Exchange via a regulatory information service.
Notice of the Annual General Meeting of Lancashire Holdings Limited to be held at Power House, 7 Par-la-Ville Road, Hamilton HM 11, Bermuda on 27 April 2022 commencing at 12.30pm Bermuda time is set out on pages 9 -12 of this document.
In order to minimise the Company's environmental impact, the Company would encourage members to cast their proxy vote electronically by registering using their unique Investor Verification Code ("IVC") via the shareholder portal at www.signalshares.com or, for CREST holders, via the CREST Network. For those Shareholders who wish to request paper copies of the Form of Proxy or Form of Direction, please contact our Registrar, Link Asset Services, by email at [email protected], or by calling on +44 (0)371 664 0391. Further details are provided on pages 7-8 and 12 of this document.
Your attention is also drawn to the Letter from the Chairman of Lancashire Holdings Limited, which is set out on pages 4-8 of this document, recommending that you vote in favour of the resolutions to be proposed at the Annual General Meeting.
Certain statements and indicative projections (which may include modelled loss scenarios) made in the Chairman's letter in this document that are not based on current or historical facts are forward-looking in nature including, without limitation, statements containing the words "believes", "aims", "anticipates", "plans", "projects", "forecasts", "guidance", "intends", "expects", "estimates", "predicts", "may", "can", "likely", "will", "seeks", "should", or, in each case, their negative or comparable terminology. All such statements other than statements of historical facts including, without limitation, the financial position of the Company and its subsidiaries (the "Group"), the Group's tax residency, liquidity, results of operations, prospects, growth, capital management plans and efficiencies, ability to create value, dividend policy, operational flexibility, composition of management, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Group's insurance business) are forwardlooking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
For a description of some of these factors, see pages 181-182 of the 2021 Annual Report and Accounts.
All forward-looking statements speak only as at the date of publication. Lancashire Holdings Limited expressly disclaims any obligation or undertaking (save as required to comply with any legal or regulatory obligations including the rules of the London Stock Exchange) to disseminate any updates or revisions to any forward-looking statement to reflect any changes in the Group's expectations or circumstances on which any such statement is based.
| Publication of this document and posting to Shareholders | 14 March 2022 |
|---|---|
| Voting record date | Close of business on 31 March 2022 |
| Latest time and date to pre-register for telephone conference | 12.30pm Bermuda time (4.30pm UK time) on 22 April 2022 |
| Latest time and date for receipt of Forms of Direction | 12.30pm Bermuda time (4.30pm UK time) on 24 April 2022 |
| Latest time and date for receipt of Forms of Proxy | 12.30pm Bermuda time (4.30pm UK time) on 25 April 2022 |
| Time and date of Annual General Meeting | 12.30pm Bermuda time (4.30pm UK time) on 27 April 2022 |
While Shareholders may attend the meeting in person at the Company's offices in Bermuda, Lancashire Holdings Limited is also offering those Shareholders who are unable to do so the option to join the AGM via a dedicated telephone conference facility (subject to preregistration requirements, details for which are provided below).
For those Shareholders who wish to attend the AGM by way of the dedicated telephone conference facility , please contact [email protected] in advance of the AGM (and by no later than 4.30pm (UK time) on 22 April 2022) to pre-register your interest. Please mark your email: "Request to attend the Lancashire AGM by the dedicated telephone conference facility".
This will afford us, in conjunction with the Company's Registrar (Link Asset Services), time to verify your status as a Shareholder (against Lancashire Holdings Limited's register of members i.e. the shareholder register) and to send you the necessary dial in and log in details. Given that this verification is needed for identification purposes, a failure to pre-register for the telephone conference facility will mean that a Shareholder will be precluded from using that method for attending the AGM.
For those Shareholders unable to vote by proxy and requiring the ability to vote during the meeting whilst attending via the dedicated telephone conference facility, please contact the Lancashire company secretarial department at [email protected] in advance of the AGM (and by no later than 4.30pm (UK time) on 22 April 2022) in order both to verify your status as a Shareholder (against Lancashire Holdings Limited's register of members) and to receive authorisation for remote voting participation. You will be required to provide a contact e-mail and telephone number. Shareholders who intend to attend the meeting in person at the place of the AGM do not need to do this. Please refer to pages 7-8 of this document for further details on voting.
(Incorporated and registered in Bermuda under registration number EC37415)
Registered Office & Head Office: Power House 7 Par-la-Ville Road Hamilton HM 11 Bermuda
Peter Clarke, Non-Executive Chairman Michael Dawson, Non-Executive Director Simon Fraser, Senior Independent Director Samantha Hoe-Richardson, Non-Executive Director Natalie Kershaw, Chief Financial Officer Robert Lusardi, Non-Executive Director Alex Maloney, Chief Executive Officer Irene McDermott Brown, Non-Executive Director Sally Williams, Non-Executive Director
Dear Shareholder,
I am writing to give you details of the business proposed to be considered at the Company's forthcoming Annual General Meeting ("AGM") to be held at Power House, 7 Par-la-Ville Road, Hamilton HM 11, Bermuda on 27 April 2022 commencing at 12.30pm Bermuda time. We are able this year to welcome Shareholders to our offices in Bermuda for the AGM, and we have also decided to retain the option for Shareholders to join the AGM via a dedicated telephone conference facility (subject to preregistration requirements, as detailed on page 3 of this document).
The notice convening the AGM is set out on pages 9-12 of this document.
Resolutions are proposed to receive the Company's audited consolidated financial statements for the year ended 31 December 2021 (Resolution 1) and the Annual Report on Remuneration (Resolution 2), which are contained in the 2021 Annual Report and Accounts.
As a company incorporated in Bermuda, the Company is not bound by UK law or regulation in the area of directors' remuneration to the same extent that it applies to UK incorporated companies. However, by virtue of the Company's premium listing on the London Stock Exchange, and for the purposes of disclosing its compliance or explaining its non-compliance against the requirements of the UK Corporate Governance Code published by the UK Financial Reporting Council (the "Code"), the Company's board of directors (the "Board") is committed to providing information on Directors' remuneration to Shareholders and complying with UK corporate governance standards and best practices to the appropriate extent, taking into account the Company's size and the nature of its business. Accordingly, in line with the requirement that companies bound by UK law or regulation must put their remuneration policy to a binding shareholder vote at least once every three years, at the annual general meeting held on 29 April 2020 the Company offered Shareholders a binding vote on the Company's forward-looking remuneration policy (the "Directors' Remuneration Policy") which was approved at the 2020 annual general meeting. The Shareholder approved Directors' Remuneration Policy is repeated in the Directors' Remuneration Report section of the Company's 2021 Annual Report and Accounts. Consequently, all payments to Directors must normally comply with the terms of the Directors' Remuneration Policy, unless specifically approved by Shareholders in a general meeting.
Resolution 2 seeks Shareholders' approval for the Annual Report on Remuneration as set out in the second part of the Directors' Remuneration Report, on pages 90-111 of the 2021 Annual Report and Accounts. This vote is advisory in nature and the Directors' entitlement to receive remuneration is not conditional upon it. The resolution and vote are a means of providing Shareholder feedback to the Board.
The Company's auditors, KPMG LLP, have audited those parts of the Directors' Remuneration Report required to be audited and their report may be found on pages 116-124 of the 2021 Annual Report and Accounts.
The Board recommends for approval by Shareholders a final dividend in respect of 2021 of US\$0.10 per Common Share. If approved by Shareholders, the dividend will be paid on Friday, 10 June 2022 to Shareholders of record on Friday, 13 May 2022. The final dividend cannot exceed the amount recommended by the Board.
There has been one Non-Executive Director appointment since the 2021 annual general meeting, with Irene McDermott Brown being appointed as a Director by the Board on 28 April 2021. Ms McDermott Brown will stand for election by Shareholders at the AGM. The Board considers that her skills, experience and knowledge, as detailed in her biography on the Company's website, are of great benefit to the Board and the Company.
Samantha Hoe-Richardson will not submit herself for re-election at the AGM. Ms Hoe-Richardson was first appointed to the Board on 20 February 2013 and has now served as a Non-Executive Director for nine years. The Board wishes to thank Ms Hoe-Richardson for her service to the Board over the years.
In accordance with the Company's Bye-laws and the provisions of the Code, all the Directors of the Company, with the exception of Ms Hoe-Richardson, are submitting themselves for election or re-election at the AGM. In the Board's view, each Director continues to make an effective commitment to the deliberations of the Board, to demonstrate commitment to their role, and continues to be important for the Company's long-term sustainable success. This view is supported by my own review of the Directors' performance following a formal performance evaluation of the Board undertaken during 2021.
Further information about the performance evaluation process and the Directors, including their biographies, is set out in the accompanying 2021 Annual Report and Accounts.
The Board considers each Non-Executive Director submitted for election or re-election to be independent within the meaning of the Code.
The Board proposes that KPMG LLP be re-appointed as auditors of the Company (Resolution 12) and that the Board be authorised to set their remuneration (Resolution 13). This authority may be delegated to the Board's audit committee.
Pursuant to Bye-law 2.4 of the Company's Bye-laws, the Board is seeking Shareholders' approval to renew the general and unconditional authority granted to the Directors to allot Relevant Securities (as defined in Bye-law 2.4(b)) up to an aggregate nominal value of US\$40,668,334, being an amount equal to approximately one-third of the issued share capital of the Company as at the date of this document.
In addition, in accordance with the latest institutional guidelines from The Investment Association on the expectations of institutional investors in relation to the authority of directors to allot shares, upon the passing of this resolution the Board will have authority (pursuant to paragraph (b) of the resolution) to allot additional Relevant Securities up to an aggregate nominal value of US\$40,668,334, representing approximately a further one-third of the issued share capital of the Company as at the date of this document. However, the Directors will only be able to allot those shares for the purposes of a rights issue in which the new shares are offered to existing Shareholders in proportion to their existing shareholdings.
As a result, if this resolution is passed, the Board could allot Relevant Securities representing up to two-thirds of the current issued share capital of the Company pursuant to a rights issue. The Directors have no present intention of issuing any Relevant Securities pursuant to this authority, but believe it to be in the best interests of the Company for the Board to be granted this authority to take advantage of any appropriate opportunities.
The authority granted by this resolution will be exercised only if the Directors believe that to do so would be in the best interests of the Company. If the Directors do exercise the authority, they intend to follow best practice as regards its use, as recommended by investor groups. Unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed.
Pursuant to Bye-law 2.6 of the Company's Bye-laws, the Board is seeking Shareholders' authorisation for the Directors to allot Equity Securities (as defined in Bye-law 2.5(g)) up to an aggregate nominal value of US\$18,300,750 on a non pre-emptive basis, such amount being approximately 15 per cent of the Company's issued share capital as at the date of this document. The Bye-laws of the Company require that, unless Shareholders resolve otherwise, any Equity Securities allotted for cash must be offered to existing holders of Relevant Shares or Relevant Employee Shares (each as defined in Bye-law 2.5(g)) pro rata to their existing shareholdings. The Bye-laws permit this requirement to be disapplied and the purpose of these resolutions is to authorise the Board to allot Equity Securities as if such provisions did not apply in certain circumstances, when the Board considers that to do so would be in the best interests of the Company.
The Board acknowledges that the total amount of the pre-emption disapplication for which authority is requested is above the levels that are considered routine by UK investors and investor groups, including The Investment Association and the UK Pre-Emption Group. In seeking this authorisation, the Board's resolve has been strengthened over a number of years through its extensive engagement with Shareholders, to whom we have explained the need to maintain competitiveness and flexibility in the face of changing market circumstances.
In the last few years similar resolutions have been overwhelmingly supported by Shareholders: at the five annual general meetings held from 2016 to 2020, Special Resolutions requesting authority at the 15 per cent level were approved, in each case by over 95 per cent of the votes cast. At the annual general meeting held on 28 April 2021, each of the three separate resolutions proposed to Shareholders was approved by between 86.7 per cent and 88.7 per cent of the votes cast.
The strategic business case is described in more detail below. In the Board's view it wholly justifies the larger pre-emption disapplication, in line with principles supported by UK investor groups, allowing for an appropriate level of flexibility in circumstances where an issuance of equity securities on a non pre-emptive basis would be in the interests of a company and its owners.
The Company has given close consideration to the Statement of Principles that was published by the UK Pre-Emption Group in 2015 and the advisory modifications to the guidance which were issued during 2020 in light of the global COVID-19 pandemic, and which expired on 30 November 2020. While the Statement of Principles is not tailored to the specific requirements of catastrophe (re)insurers such as the Company, the Company recognises the importance of providing Shareholders with a clear explanation of the basis and context for a proposed disapplication of pre-emption rights by the Company. Accordingly, the Board urges Shareholders to support the following three separate resolutions and has set out below some of the general considerations that are likely to be relevant to Shareholders' voting decisions in response to the Company's request for a disapplication of pre-emption rights as follows:
As a company, we seek to be nimble in our capital management strategy, returning our Shareholders' capital to them when we do not need it for underwriting purposes. The Board believes strongly that the converse of this strategy is that the Company should have the flexibility to raise capital quickly if the need ever arises (for example, as it did in June 2020 when the Company successfully completed an equity capital raise). It has always been a key part of the Company's strategy to take advantage of what it considers to be favourable market opportunities whenever they arise. While the Company does not therefore expect to utilise this full authority (in particular that conferred by Resolutions 16 and 17) as a response to normal loss events, it wishes to have the flexibility to raise further equity capital quickly in circumstances where it considers that opportunities exist to deploy such additional capital in support of underwriting opportunities. In June 2020, in light of the clear recommendation from the management team due to the hardening market and with the rapidly developing global impacts of the COVID-19 pandemic, the Board's view was that pricing within the (re)insurance market was likely to harden over the short-to-medium term. Accordingly, the Board took the decision to raise \$340.3 million of new equity capital to take strategic advantage of the improving market by way of a placing of the Company's Common Shares, in line with the thenmodified UK Pre-Emption Group guidance. As we entered 2021, the Company was in a position to deploy the additional risk capital raised in June 2020 and in 2021 achieved year-on-year growth in gross premium written of 50.5 per cent as a result of a combination of an improved pricing environment, organic growth in existing lines of business and the addition of new business lines to the Group's underwriting portfolio.
The Company operates in a market that rewards the fastest to react; those who can play a role in benchmarking an adjusted pricing regime, as well as meeting brokers' needs for immediate capacity. In this way, first movers make the new market. The Board is recommending that, as in previous years, Shareholders vote for this first mover advantage. Your support for Resolutions 15, 16 and 17 will help give the Company greater competitive parity with its insurance company peers, particularly those of its listed competitors operating in the Bermuda and U.S. markets, as well as providers of, and vehicles for, alternative capital, many of which employ structures that enable capital to be deployed at very short notice.
I can confirm that the Board has no current intention to use this authority. If market-driven underwriting opportunities present themselves, for example as a result of a major market loss, or series of losses or in the event that the Board were to believe there to be circumstances likely to produce a material improvement in (re)insurance pricing (such as occurred around the time of the June 2020 equity capital raise), the Board considers that it is important to provide the Company with immediate access to a full range of financing options both from a risk management perspective and to reinforce the Company's strategy of managing capital actively and prudently.
With regard to Resolution 16 specifically, the Company also may use the authority to issue up to five per cent (in addition to the five per cent sought under Resolution 15) of the Company's Common Shares on a non pre-emptive basis for the purposes of funding an acquisition or capital investment, if considered appropriate to develop the strategy of the Company and approved by the Board. It should be noted that at present the Company does not have plans for an acquisition or capital investment in the near future.
Were the Board to exercise any of these authorities, it intends to continue its consultation and dialogue with Shareholders and make disclosures in the announcement regarding any share issue and in the subsequent Annual Report and Accounts, each as contemplated in the Statement of Principles that was published by the UK Pre-Emption Group in 2015.
Unless otherwise renewed or revoked by the Shareholders in general meeting, these authorities will expire at the conclusion of the annual general meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolutions are passed.
The Board is seeking Shareholders' approval to renew the authority granted to the Company by Shareholders at the annual general meeting held on 28 April 2021. Pursuant to such authority, the Company would be generally and unconditionally authorised to make one or more market purchases of the issued Common Shares of the Company up to an aggregate nominal value of US\$12,200,500, an amount equal to approximately ten per cent of the issued share capital of the Company as at the date of this document, at a price of not less than the nominal value of the Common Shares (exclusive of expenses payable by the Company).
The maximum price per Common Share (exclusive of expenses payable by the Company) that may be paid under the authority shall not exceed the higher of: (i) five per cent above the average of the closing middle market quotations for a Common Share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Common Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid for the Common Shares on the London Stock Exchange at the time of purchase. Purchases may otherwise be made in such manner and on such terms as the Board or any authorised committee may from time to time determine. Purchases would only be made if the effect would be expected to result in an increase in earnings per share and the Board considers that it would be in the best interests of the Company and of Shareholders generally to do so. Pursuant to the Bye-laws of the Company, no purchase can be made if the Board determines that it would result in a non-de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any holder of Common Shares or its affiliates.
The Company cannot by law (in respect of the par value of the Common Shares to be purchased) purchase its own Common Shares except out of:
the premium, if any, payable on the repurchase is provided for out of funds of the Company which would otherwise be available for dividend payment or distribution or out of the Company's share premium account before the repurchase date.
Unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed. The Board intends to seek renewal of this authority at subsequent annual general meetings in accordance with current best practice.
Resolution 18 complies with the current guidance issued by The Investment Association and the Board will have regard to any guidance issued by investor groups that may be published at the time of any purchase of issued Common Shares of the Company.
Any Common Shares repurchased by the Company will be cancelled or held as treasury shares.
On 15 November 2021, the Company commenced a share repurchase programme pursuant to the authority granted at the annual general meeting held on 28 April 2021, whereby 1,000,000 Common Shares were repurchased to satisfy future awards under the Company's Restricted Share Scheme. The repurchased Common Shares under the programme were initially held in a custody account and were effectively treated as being held in treasury. At the conclusion of the repurchase programme on 2 December 2021, the Common Shares were transferred to the Lancashire Holdings Employee Benefit Trust.
In order to minimise the Company's environmental impact, the Company would encourage members to cast their proxy vote electronically by registering using their unique IVC via the shareholder portal at www.signalshares.com or, for CREST holders, via the CREST Network.
A member entitled to attend and vote at the AGM should appoint the Chairman of the meeting as their proxy online by following the instructions on the online shareholder portal at www.signalshares.com, to be received by the Company's Registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting, or any adjournment thereof.
Only those members entered on the register of members of the Company at close of business on 31 March 2022 shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business on 31 March 2022 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Depositary Interest holders who are CREST members and who wish to appoint the Chairman of the meeting as their proxy through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of the meeting by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
If you need help with voting online, or require a paper proxy, please contact our Registrar, Link Asset Services, by email at [email protected], or by calling Link Asset Services on +44 (0)371 664 0391. 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. Link is open between 9.00am to 5.30pm Monday to Friday excluding public holidays in England and Wales. Submission of a proxy vote shall not preclude a member from attending the AGM in respect of which the proxy is appointed or at any adjournment thereof.
For those Shareholders who wish to request paper copies of the Form of Proxy, please contact our Registrar, Link Asset Services, by email at [email protected], or by calling Link Asset Services on +44 (0)371 664 0391.
Shareholders will need to complete and sign the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company's Registrars, Link Asset Services, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, as soon as possible and in any event so as to be received no later than 12.30pm Bermuda time (4.30pm UK time) on 25 April 2022 (being 48 hours before the time appointed for the holding of the AGM). The return of a completed Form of Proxy or the submission by CREST members of an electronic proxy appointment will not preclude you from attending the AGM and voting in person, should you so wish.
For those holders of Depository Interests in the Company who wish to request a paper copy of the Form of Direction, please contact our Registrar, Link Asset Services, by email at [email protected], or by calling Link Asset Services on +44 (0)371 664 0391.
The completed Form of Direction must be received by Link Asset Services, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, as soon as possible and in any event so as to be received no later than 12.30pm Bermuda time (4.30pm UK time) on 24 April 2022 (being 72 hours before the time appointed for the holding of the AGM).
If Shareholders are unable to vote by proxy and require the ability to vote during the meeting, please contact the Lancashire company secretarial department at [email protected] in advance of the AGM (and no later than 4.30pm (UK time) on 22 April 2022) in order both to verify your status as a Shareholder (against Lancashire Holdings Limited's register of members) and to receive authorisation for remote voting participation. You will be required to provide a contact email and telephone number.
Only Shareholders entered on the register of members of the Company at the close of business on 31 March 2022 shall be entitled to attend and vote at the AGM in respect of the number of Common Shares registered in their name at that time. Changes to entries on the register of members after the close of business on 31 March 2022 shall be disregarded in determining the rights of any person to attend or vote at the meeting. The length of time between the record date and the AGM is necessary to allow sufficient time to complete the voting cut-back calculations as required by Bye-laws 40 and 41 (inclusive) of the Bye-laws of the Company.
The Directors believe that the resolutions to be proposed at the AGM and set out in the notice convening the AGM are in the best interests of the Company and its Shareholders as a whole, for the reasons stated. Accordingly, the Board recommends Shareholders to vote in favour of all resolutions to be proposed at the AGM. Each Director who holds Common Shares in the Company intends to vote in favour of all the resolutions in respect of his or her own shareholding.
Yours faithfully,
Peter Clarke Chairman
NOTICE IS HEREBY GIVEN that the 2022 Annual General Meeting of the Company will be held at Power House, 7 Par-la-Ville Road, Hamilton HM 11, Bermuda on 27 April 2022 commencing at 12.30pm Bermuda time, for the purpose of considering and, if thought fit, passing the following resolutions.
Shareholders may attend the meeting in person at the address set out above or via a dedicated telephone conference facility (subject to pre-registration requirements, as detailed on page 3 of this document). Shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy.
Resolutions 1-14 (inclusive) will be considered and, if thought fit, passed as ordinary resolutions. Resolutions 15-18 will be considered and, if thought fit, passed as Special Resolutions (as defined in the Bye-laws).
To receive the Company's audited consolidated financial statements for the year ended 31 December 2021 together with the Directors' and auditors' reports thereon.
To approve the Annual Report on Remuneration as set out in the second part of the Directors' Remuneration Report for the year ended 31 December 2021.
That the final dividend for the year ended 31 December 2021 recommended by the Board of US\$0.10 per Common Share be declared, payable on 10 June 2022 to Shareholders of record on 13 May 2022.
To re-elect Peter Clarke as a Director of the Company, to hold office until the next annual general meeting or until his successor is elected or appointed or his office is otherwise vacated.
To re-elect Michael Dawson as a Director of the Company, to hold office until the next annual general meeting or until his successor is elected or appointed or his office is otherwise vacated.
To re-elect Simon Fraser as a Director of the Company, to hold office until the next annual general meeting or until his successor is elected or appointed or his office is otherwise vacated.
To re-elect Natalie Kershaw as a Director of the Company, to hold office until the next annual general meeting or until her successor is elected or appointed or her office is otherwise vacated.
To re-elect Robert Lusardi as a Director of the Company, to hold office until the next annual general meeting or until his successor is elected or appointed or his office is otherwise vacated.
To re-elect Alex Maloney as a Director of the Company, to hold office until the next annual general meeting or until his successor is elected or appointed or his office is otherwise vacated.
To elect Irene McDermott Brown as a Director of the Company, to hold office until the next annual general meeting or until her successor is elected or appointed or her office is otherwise vacated.
To re-elect Sally Williams as a Director of the Company, to hold office until the next annual general meeting or until her successor is elected or appointed or her office is otherwise vacated.
To re-appoint KPMG LLP as auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next annual general meeting at which the Company's financial statements are presented.
To authorise the Board of Directors, who may delegate this authority to the Board's audit committee, to set the auditors' remuneration.
That, pursuant to Bye-law 2.4 of the Company's Bye-laws:
a) the Directors of the Company be granted a general and unconditional authority to allot Relevant Securities (within the meaning of that Bye-law) up to an aggregate nominal value of US\$40,668,334, an amount equal to approximately one-third of the issued share capital of the Company as at the date of this document; and further
Provided that: (i) unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed; (ii) the Company shall be entitled to make, before expiry of such authority, any offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot such Relevant Securities or grant rights in pursuance of such offer or agreement as if such authority had not expired; (iii) such authority shall be in substitution for any and all authorities previously conferred upon the Directors for the purposes of Bye-law 2.4 but without prejudice to the allotment of any Relevant Securities already made or to be made pursuant to such authorities; and (iv) 'Rights Issue' means an offer or issue of Equity Securities (as defined in Bye-law 2.5(g) of the Company's Bye-laws) in connection with an offer or issue to or in favour of holders on the register of members on a date fixed by the Directors where the Equity Securities respectively attributable to the interests of all those holders are proportionate (as nearly as practicable) to the respective numbers of shares held by them on that date but the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, legal or practical problems under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory or any matter whatsoever.
That, subject to and conditional on the passing of Resolution 14, the Directors of the Company be authorised, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 14 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$6,100,250, such amount being approximately five per cent of the Company's issued share capital as at the date of this document; provided that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.
That, subject to and conditional on the passing of Resolutions 14 and 15, the Directors of the Company be authorised in addition to any authority granted under Resolution 15, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 14 as if Bye-law 2.5(a) of the Company's Byelaws did not apply to such authority up to an aggregate nominal value of US\$6,100,250, such amount being approximately a further five per cent of the Company's issued share capital as at the date of this document; provided that such authority will only be used for the purposes of raising capital to take advantage of market-driven underwriting opportunities (as approved by the Board) or financing a transaction that the Board of Directors of the Company determines 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 UK Pre-Emption Group prior to the date of this notice; and provided further that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.
That, subject to and conditional on the passing of Resolutions 14, 15 and 16, the Directors of the Company be authorised in addition to any authorities granted under Resolutions 15 and 16, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 14 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$6,100,250, such amount being approximately a further five per cent of the Company's issued share capital as at the date of this document; provided that such authority will only be used for the purposes of raising capital to take advantage of market-driven underwriting opportunities (as approved by the Board); and provided further that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2023 or, if earlier, 15 months from the date the relevant resolution is passed and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.
That the Company be generally and unconditionally authorised, in accordance with Bye-law 3 of the Company's Bye-laws and pursuant to section 42A of the Companies Act of Bermuda, to make one or more market purchases of its Common Shares on such terms and in such manner as the Board or any authorised committee thereof may from time to time determine provided that:
a) the maximum number of Common Shares hereby authorised to be purchased shall be 24,401,000 (representing approximately ten per cent of the issued Common Share capital of the Company as at the date of this document);
By order of the Board
Company Secretary
14 March 2022
Registered Office & Head Office: Power House 7 Par-la-Ville Road Hamilton HM 11 Bermuda
Registration number: EC37415
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's Registrar, Link Asset Services (CREST Participant ID: RA10), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsor or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsor or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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