AGM Information • May 29, 2013
AGM Information
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I. Shavon Edwards, 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 1st of May 2013, 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 to grant the Directors of the Company a general and unconditional authority, pursuant to Bye-law 2.4 of the Company's Bye-laws, to allot Relevant Securities (within the meaning of that Bye-law), up to an aggregate nominal value of US\$28,100,404, an amount equal to approximately one-third of the issued common share capital of the Company as at the date of this document, provided that (i) unless otherwise renewed or revoked in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2014 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 in pursuance of such offer or agreement as if such authority had not expired; and (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.
| FOR | AGAINST | WITHHELD | TOTAL |
|---|---|---|---|
| 119.944.472 | 574,469 | 120,518,941 |
The proposed special resolution, as set out in the Notice, was put to the meeting. In accordance with the Company's Bye-laws, the Chairman determined that the vote on the proposal would be taken by a poll. An option was given to Members in attendance to cast votes via ballot, which was declined. With all votes cast, of the 120,518,941 shares of the Company present or represented by proxy at the meeting it was:
RESOLVED that 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 16 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\$12,645,182, such amount being approximately 15 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 2014 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.
| FOR | AGAINST | WITHHELD | |
|---|---|---|---|
| 114,861,319 | 4,218,350 | 1,439,272 | 120,518,941 |
The proposed special resolution, as set out in the Notice, was put to the meeting. In accordance with the Company's Bye-laws, the Chairman determined that the vote on the proposal would be taken by a poll. An option was given to Members in attendance to cast votes via ballot, which was declined. With all votes cast, of the 120,518,941 shares of the Company present or represented by proxy at the meeting it was:
RESOLVED 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 any of its common shares of US\$0.50 each ("Common Shares") in such manner and on such terms as the Directors of the Company or any authorised committee thereof may from time to time determine provided that:
| FOR | AGAINST | WITHHELD | 'OTAL |
|---|---|---|---|
| 118.468.941 | 2.050.000 | 120,518,941" |
Dated: This 29th day of May 2013.
Signed under seal:
$\overline{By:}$
Shavon Edwards
Assistant Company Secretary
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