AGM Information • Mar 28, 2014
AGM Information
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If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Service and Markets Act 2000 if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your shares of 6p each in the capital of Hiscox Ltd ('Ordinary Shares'), please forward this document (together with the accompanying Form of Direction or Form of Proxy) to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser as soon as possible.
This document contains an explanatory letter from the Company Secretary on behalf of the Board of Hiscox Ltd and the Notice of Annual General Meeting. Accompanying this document is a Form of Direction or Form of Proxy which should be completed and returned in accordance with the instructions thereon. To be valid, the appropriate form should be sent to Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom to be received no later than 10.00 am (2.00 pm (BST)) on 12 May 2014 for a Form of Direction or 10.00 am (2.00 pm (BST)) on 13 May 2014 for a Form of Proxy.
| Latest time for receipt | 10.00 am (2.00 pm (BST)) |
|---|---|
| of a Form of Direction | 12 May 2014 |
| Latest time for receipt | 10.00 am (2.00 pm (BST)) |
| of a Form of Proxy | 13 May 2014 |
of a Form of Proxy 13 May 2014
Annual General Meeting 10.00 am (2.00 pm (BST)) 15 May 2014
The Hiscox 2013 Report and Accounts is now available online at www.hiscoxgroup.com
If you are a shareholder of Hiscox Ltd and wish to receive paper copies of shareholder documents by post, please write to:
FREEPOST RLYX-GZTU-KRRG Capita Asset Services Shareholder Administration Support 34 Beckenham Road Beckenham Kent BR3 9ZA
A copy of this Notice can be found at: www.hiscoxgroup.com
I am writing on behalf of the Board to provide an explanation of the business to be considered at the forthcoming Annual General Meeting ('AGM') of Hiscox Ltd (the 'Company'). The formal notice convening this meeting is set out at the end of this letter.
The AGM will be held at the Elbow Beach Hotel, 60 South Shore Road, Paget PG 04, Bermuda on 15 May 2014 at 10.00 am. For the convenience of our European Shareholders, they may attend the AGM via a video link at the Group's London office, 1 Great St Helen's, London EC3A 6HX on 15 May 2014 at 2.00 pm (BST).
The following business will be proposed at the AGM:
The Directors of the Company (the 'Directors') present to Shareholders the Report and Accounts for the year ended 31 December 2013.
The Directors seek approval of the Remuneration policy which can be found on pages 51 to 58 of the Report and Accounts. As the Company is incorporated under the laws of Bermuda it is not subject to the new requirements imposed on UK-incorporated companies to submit their remuneration policy to a binding vote of shareholders. Nonetheless, the Company has on a voluntary basis prepared a forward-looking remuneration policy which is intended to take effect from 15 May 2014, and is submitted to a vote of shareholders on an advisory basis.
The Directors seek approval of the Annual report on remuneration which can be found on pages 59 to 66 of the Report and Accounts.
The Bye-laws require that a Director shall retire from office if he has been appointed by the Board since the previous AGM or it is the third AGM following that at which he was last re-appointed. However, in accordance with the UK Corporate Governance Code, all of the Directors will, being eligible, offer themselves for re-appointment at the AGM. Biographical details of each Director, can be found at pages 40 to 41 of the Report and Accounts. The Chairman and the Board have considered the individual
skills, experience and attributes of each Director. The Board considers that the composition of the Board is well balanced and therefore recommends the re-appointment of each Director at the AGM. Richard Watson was appointed to the Board in May 2013, after assuming the executive role of Chief Underwriting Officer, and is standing for re-appointment by shareholders for the first time. The Board believes that Richard's skills, experience and knowledge as described in his biography on page 40 of the Report and Accounts, are of great benefit to the Board and the Company. Additionally, and in accordance with the UK Corporate Governance Code, the Chairman has confirmed in respect of all of the Non Executive Directors offering themselves for re-appointment at the AGM that their performance continues to be effective and to demonstrate commitment to the role.
Approval of the Auditors' re-appointment and setting of their remuneration.
The Board proposes that KPMG be appointed as auditors of the Company for the 2014 financial year and that the Board be authorised to determine the level of the auditors' remuneration for the 2014 financial year.
Authority was granted to the Directors at the Extraordinary General Meeting held on 18 March 2014 (the 'EGM') in accordance with Bye-Law 5(b) of the Company's Bye-Laws to allot relevant securities without the prior consent of Shareholders up to a maximum nominal amount of £6,320,245 and an additional nominal amount of £6,320,245 in connection with a Rights Issue for a period expiring at the conclusion of the next Annual General Meeting or, if earlier, on 17 March 2015. This replaced the authority, in a similar form, granted at the Annual General Meeting held in 2013.
The Directors consider it appropriate to renew this authority at the forthcoming AGM. In accordance with the institutional guidelines issued by the Association of British Insurers (ABI), the proposed new authority will allow the Directors to allot relevant securities equal to an amount of up to one third of the Company's existing ordinary issued share capital plus, in the case of a fully pre-emptive Rights Issue only, a further amount of up to an additional one third of the Company's existing issued ordinary share capital (in each case excluding any shares held in treasury).
The proposed new authority will expire at the conclusion of the 2015 Annual General Meeting of the Company or, if earlier, on 1 July 2015. It is the current intention to renew this authority annually. The Directors have no present intention to allot shares other than in connection with employee share schemes and the scrip dividend alternative. However, if they do exercise the authority,
the Directors intend to follow emerging best practice as regards its use, as recommended by the ABI.
The nominal amount of securities to which the new authority will relate represents approximately one third (33.33%) (£6,323,465), or up to two thirds (66.66%) (£12,646,930) in the case of a fully pre-emptive Rights Issue only, of the Company's issued ordinary share capital (excluding shares held in treasury) as at 25 March 2014 (being the latest practicable date prior to publication of this circular). As at 25 March 2014, the Company's issued ordinary share capital amounted to £19,832,586 comprising 330,543,102 ordinary shares and the Company held 14,369,840 ordinary shares in treasury, representing 4.35% of the Company's issued ordinary share capital as at 25 March 2014.
Resolution 19 is proposed as a special resolution in accordance with Bye-Law 7(a) of the Company's Bye-Laws to authorise the Directors to allot equity securities for cash without first being required to offer such shares to existing Shareholders. This authority will expire at the conclusion of the next Annual General Meeting or, if earlier, on 1 July 2015, although it is the Directors' current intention to seek renewal of this authority annually.
The £991,629 nominal amount of equity securities to which this authority relates represents approximately 5% of the nominal amount of the issued ordinary share capital of the Company as at 25 March 2014 (being the latest practicable date prior to publication of this circular). The Directors have no current intention of exercising this authority. The Directors do not intend to issue more than 7.5% of the issued ordinary share capital of the Company for cash, on a non pre-emptive basis, in any rolling threeyear period without prior consultation with shareholders and the Investment Committee of the ABI and the National Association of Pension Funds.
Resolution 20 is proposed as a special resolution in accordance with Bye-Law 9(a) of the Company's Bye-Laws to give the Company a general authority to make market purchases of its own shares. The maximum number of shares that the Company may purchase under this authority will be 31,617,326 Ordinary Shares representing approximately 10% of the nominal amount of the issued ordinary capital of the Company (excluding shares held in treasury) on 25 March 2014. The resolution also sets out the maximum and minimum price which the Company may pay for those shares. Any shares purchased under this authority will be cancelled or held in treasury.
The total number of shares over which an option under an employee share scheme existed as at 31 December 2013 is 15,831,081 representing 4.46% of the Company's issued ordinary share capital (excluding shares held in treasury).
The total number of shares over which an option under an employee share scheme exists as at 25 March 2014 (being the latest practicable date prior to the publication of this circular) is 17,379,617 representing 5.50% of
the Company's issued ordinary share capital (excluding shares held in treasury). Whilst the authority being sought at the AGM is in place of that granted at the EGM if, for the purposes of Listing Rule 13.7.1(1) (f), the authority given by this resolution and that granted at the EGM were aggregated and fully utilised, these shares would represent 19.99% of the Company's issued ordinary share capital (excluding shares held in treasury) at that date.
This authority will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 1 July 2015, although it is the Directors' current intention to seek renewal of this authority annually. The power given by the resolution will only be exercised if the Directors are satisfied that any purchase will increase the earnings per share of the ordinary share capital in issue after the purchase and, accordingly, that the purchase is in the interests of Shareholders. The Directors will also give careful consideration to gearing levels of the Company and its general financial position.
The Board believes that the proposed resolutions as set out in the Notice of AGM are in the best interests of the Company and the shareholders as a whole and the Board recommends that the shareholders vote in favour of the resolutions. Each Director who holds shares in the Company intends to vote in favour of the resolutions.
A Form of Proxy for use by shareholders at the AGM or at any adjournment thereof is attached. Whether or not Shareholders propose to attend the AGM they are requested to complete, sign and return the Form of Proxy to Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom as soon as possible and in any event so as to be received no later than 10.00 am (2.00 pm (BST)) on 13 May 2014. The completion and return of the Form of Proxy will not preclude shareholders from attending the AGM and voting in person should they wish to do so.
Any Depositary Interests Holder wishing to instruct Capita IRG Trustees Limited to vote in respect of the holder's interest should use the enclosed Form of Direction. The completed Form of Direction must be returned to Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom so as to be received no later than 10.00 am (2.00 pm (BST)) on 12 May 2014.
Yours faithfully
Jeremy Pinchin Company Secretary
Notice is hereby given that the Annual General Meeting of Hiscox Ltd will be held at Elbow Beach Hotel, 60 South Shore Road, Paget PG 04, Bermuda and via video link at 1 Great St Helen's, London EC3A 6HX on 15 May 2014 at 10.00 am (2.00 pm (BST)) for the following purposes:
Securities (as defined in Bye-Law 6(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.
Ordinary Shares on the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased and the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003 and subject to the minimum price. The minimum price which may be paid shall be the nominal value of that Ordinary Share (exclusive of expenses payable by the Company in connection with the purchase);
Company Secretary 31 March 2014
those CREST members who have appointed a 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. 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 instruction, 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 issuer's agent (ID RA10) by 2.00 pm (6.00 pm (BST)) on 12 May 2014 (or in the event that the meeting is adjourned, 2.00 pm (6.00 pm (BST)) on the date three days before the date of any adjourned 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 issuer's agent 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 sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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, 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 connection, CREST members and, where applicable, their CREST sponsors or voting system providers 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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