Declaration of Voting Results & Voting Rights Announcements • May 6, 2022
Declaration of Voting Results & Voting Rights Announcements
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I, Paul Kelly, Assistant Company Secretary of the Company, DO HEREBY CERTIFY that the following is a true extract of resolutions adopted by the Members of the Company at a meeting duly convened and held on the 27th of April 2022, at which meeting a quorum was present and voting throughout and that such resolutions are still in full force and effect as at the date hereof:
It was RESOLVED 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 the Notice; 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
| VOTES FOR | VOTES AGAINST | TOTAL VOTES | VOTES WITHHELD |
|---|---|---|---|
| 176,315,386 | 4,344,977 | 180,660,363 | 1,019 |
| VOTES FOR | VOTES AGAINST | TOTAL VOTES | VOTES WITHHELD |
|---|---|---|---|
| 167,402,885 | 13,257,478 | 180,660,363 | 1,019 |
It was RESOLVED 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 the Notice; 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.
| VOTES FOR | VOTES AGAINST | TOTAL VOTES | VOTES WITHHELD |
|---|---|---|---|
| 170,143,013 | 10,517,350 | 180,660,363 | 1,019 |
It was RESOLVED that the Company be generally and unconditionally authorised, in accordance with Byelaw 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:
the five business days immediately preceding the day on which the Common Share is contracted to be purchased; and
| VOTES FOR | VOTES AGAINST | TOTAL VOTES | VOTES WITHHELD |
|---|---|---|---|
| 172,334,358 | 8,104,457 | 180,438,815 | 222,567 |
Dated: This 5th day of May 2022
By:
Paul Kelly Assistant Company Secretary For and on behalf of Lancashire Holdings Limited
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