AGM Information • Apr 12, 2017
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 Services 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 6.5p 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 12.30 pm (4.30 pm (BST)) on 15 May 2017 for a Form of Direction or close of business UK time on 16 May 2017 for a Form of Proxy.
Latest time for receipt 12.30 pm (4.30 pm (BST)) of a Form of Direction 15 May 2017
Latest time for receipt Close of business UK time of a Form of Proxy 16 May 2017
Annual General Meeting 12.30 pm (4.30 pm (BST)) 18 May 2017
The Hiscox 2016 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 18 May 2017 at 12.30 pm. 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 18 May 2017 at 4.30 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 2016.
The Directors seek approval of the Remuneration policy which can be found on pages 76 to 84 of the Report and Accounts. As the Company is incorporated under the laws of Bermuda it is not subject to the requirements imposed on UK-incorporated companies to submit their remuneration policy to a binding vote of shareholders. Nonetheless, the Company is on a voluntary basis, submitting a revised forward-looking remuneration policy which is intended to take effect from 18 May 2017. This is submitted to a vote of shareholders on an advisory basis as part of a regular three-year renewal process. The current policy was approved by shareholders in May 2014, however, following shareholder consultation, a number of additional restrictions to the policy were introduced for 2015 (including holding periods on performance shares, clawback provisions and bonus caps). These restrictions have now been formally incorporated into the policy. However, in all other respects the revised policy is largely unchanged. The Remuneration Committee is confident that this remuneration approach continues to support the strategic ambitions of the Group and is aligned with shareholders' interests. Recent consultations with shareholders have confirmed this view.
The Directors seek approval of the Annual report on remuneration for the year ended 31 December 2016 which can be found on pages 85 to 91 of the Report and Accounts. This vote is advisory.
A final dividend of 19 pence per share was recommended by the Board and, subject to shareholder approval, will be paid on 20 June 2017 to shareholders on the register on 12 May 2017. The dividend cannot exceed the amount recommended by the Directors. The dividend is to be paid in cash in respect of each
Ordinary Share and Depositary Interest, other than those Ordinary Shares and Depositary Interests in respect of which a valid election has been made in relation to the scrip dividend alternative approved at the AGM held in 2016. Further details regarding the dividend alternative, including the procedure to be followed in order to make an election, will be contained in a circular to be sent to shareholders on 4 May 2017. A copy of the circular will also be posted on the Company's website at www.hiscoxgroup.com/investors/dividend-information. The deadline for making an election for the scrip alternative so that it will apply is 19 May 2017. Shareholders who have already elected the scrip dividend alternative do not need to take further action.
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 54 to 55 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. Hamayou Akbar (Aki) Hussain was appointed to the Board during the year and is standing for re-appoinment by Shareholders for the first time. Aki joined Hiscox as Chief Financial Officer and a Director of the Company with effect from 12 September 2016. He was previously with Prudential plc where he spent seven years; latterly as Chief Financial Officer of Prudential UK and Europe. The Board believes that Aki's skills, experience and knowledge as described in his biography on page 54 of the Report and Accounts, are of great benefit to the Board and the Company. Following formal performance evaluation, the Chairman has confirmed in respect of all Directors offering themselves for re-appointment at the AGM that their performance continues to be effective and to demonstrate commitment to the role.
The Board proposes that PricewaterhouseCoopers Ltd. be re-appointed as auditors of the Company for the 2017 financial year and that the Audit Committee be authorised to negotiate and agree the audit fee for the 2017 financial year.
Authority was granted to the Directors at the Annual General Meeting held on 19 May 2016 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 £6,180,760 and an additional nominal amount of £6,180,760 in connection with a Rights Issue for a period expiring at the conclusion of the next Annual General Meeting or, if earlier, on 1 July 2017.
The Directors consider it appropriate to renew this authority at the forthcoming AGM. In accordance with the institutional guidelines issued by the Investment Association, 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 2018 Annual General Meeting of the Company or, if earlier, on 1 July 2018. 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 best practice as regards its use, as recommended by the Investment Association.
The nominal amount of securities to which the new authority will relate represents approximately one third (£6,190,315, 33.33%), or up to two thirds ((£12,380,630, 66.66%) 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 10 April 2017 (being the latest practicable date prior to publication of this circular). As at 10 April 2017, the Company's issued ordinary share capital amounted to £19,061,808 comprising 293,258,599 ordinary shares and the Company held 7,523,190 ordinary shares in treasury, representing 2.56% of the Company's issued ordinary share capital as at 10 April 2017.
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 2018, although it is the Directors' current intention to seek renewal of this authority annually.
The £928,640 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 (excluding treasury shares) as at 10 April 2017 (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 three-year period without prior consultation with Shareholders, the Investment Association and the Pension and Lifetime Savings Association.
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 28,573,541 Ordinary Shares representing approximately 10% of the nominal amount of the issued ordinary capital of the Company (excluding shares held in treasury) on 10 April 2017. 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 exists as at 10 April 2017 (being the latest practicable date prior to the publication of this circular) is 11,865,466 representing 4.2% of the Company's issued ordinary share capital (excluding shares held in treasury). Although the
authority being sought at the AGM is in place of that granted at the previous AGM if, for the purposes of Listing Rule 13.7.1(1) (f), the authority given by this resolution and that granted at the previous AGM were aggregated and fully utilised, these shares would represent 19.98% 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 2018 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 enclosed. 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 close of business UK time on 16 May 2017. 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 12.30 pm (4.30 pm (BST)) on 15 May 2017. Depositary Interests Holders wishing to attend the meeting should contact the Depositary at Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom or email to [email protected] in order to request a letter of representation by no later than 12.30pm (4.30 pm (BST)) on 15 May 2017.
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 18 May 2017 at 12.30 pm (4.30 pm (BST)) for the following purposes:
For the purposes of this Resolution 19:
By order of the Board
Company Secretary 12 April 2017
the Company as at close of business UK time on 16 May 2017 (or in the event that the Meeting is adjourned, 2.00 pm (6.00 pm (BST)) on the date two days before the date of any adjourned Meeting) as the holder of ordinary shares, their validly appointed proxies and validly appointed Depositary Proxies shall be entitled to attend or vote at the Meeting in respect of the number of ordinary shares registered in the member's name (or in the name of the Depositary as the case may be) at that time. Changes to entries on the Register of Members after close of business UK time on 16 May 2017 (or in the event that the Meeting is adjourned, close of business UK time on the date two days before the date of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.
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