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Hiscox Limited

AGM Information Apr 4, 2018

6225_agm-r_2018-04-04_9e8b9898-abe3-483a-b2d1-df5f22b1e41d.pdf

AGM Information

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 Link 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 14 May 2018 for a Form of Direction or close of business UK time on 15 May 2018 for a Form of Proxy.

Timetable of events

Annual General Meeting 12.30 pm (local time)

Latest time for receipt 12.30 pm (local time) of a Form of Direction (4.30 pm (BST)) 14 May 2018

Latest time for receipt Close of business UK time of a Form of Proxy 15 May 2018

(4.30 pm (BST)) 17 May 2018

The Hiscox 2017 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 Link Asset Services Shareholder Administration Support 34 Beckenham Road Beckenham Kent BR3 9ZA

A copy of this Notice can be found at: www.hiscoxgroup.com

To holders of Ordinary Shares ('Shareholders') and for information only to holders of depositary interests issued by Link IRG Trustees Limited in respect of Ordinary Shares ('Depositary Interests Holders').

4 April 2018

Dear Shareholder

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.

Location

The AGM will be held at the Elbow Beach Hotel, 60 South Shore Road, Paget PG 04, Bermuda on 17 May 2018 at 12.30 pm (local time). 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 17 May 2018 at 4.30 pm (BST).

Business of the AGM

The following business will be proposed at the AGM:

Resolution 1

Approval of the Report and Accounts

The Directors of the Company (the 'Directors') present to Shareholders the Report and Accounts for the year ended 31 December 2017.

Resolution 2

Approval of the Annual report on remuneration 2017

The Directors seek approval of the Annual report on remuneration for the year ended 31 December 2017 which can be found on pages 68 to 75 of the Report and Accounts. This vote is advisory and non-binding.

Resolution 3

Approval of the final dividend

A final dividend of 19.5 pence per share was recommended by the Board and, subject to Shareholder approval, will be paid on 12 June 2018 to Shareholders on the register on 11 May 2018. 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 8 May 2018. 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 dividend alternative so that it will apply is 18 May 2018. Shareholders who have already elected for the scrip dividend alternative do not need to take further action.

Resolutions 4 to 15

Re-appointment of Directors

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.

Michael Goodwin, Thomas Hürlimann and Constantinos Miranthis were all appointed to the Board as Independent Non Executive Directors on 16 November 2017 and are standing for appointment by Shareholders for the first time.

Michael Goodwin has over 25 years' experience in the insurance industry and is a Fellow of the Institute of Actuaries in Australia.

Thomas Hürlimann has 28 years' experience in banking, reinsurance and insurance and holds an MBA from IMD.

Constantinos Miranthis has over 20 years' experience in the reinsurance and insurance industry and is a Fellow of the Institute and Faculty of Actuaries and a member of the American Academy of Actuaries.

The Board believes that the skills experience and knowledge of the three Directors as described in their biographies on page 53 of the Annual Report and Accounts are of great benefit to the Board and Company.

Biographical details of each Director can be found at pages 52 to 53 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. Following a formal external 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.

Resolution 16 and 17

Approval of the Auditors' re-appointment and setting of their remuneration

The Board proposes that PricewaterhouseCoopers Ltd. be re-appointed as auditors of the Company for the 2018 financial year and that the Audit Committee be authorised to negotiate and agree the audit fee for the 2018 financial year.

Resolution 18

To authorise the allotment of relevant securities

Authority was granted to the Directors at the Annual General Meeting held on 18 May 2017 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 £6,190,315 and an additional nominal amount of £6,190,315 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 2018.

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 2019 Annual General Meeting of the Company or, if earlier, on 1 July 2019. 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 (£6,218,358, 33.33%), or up to two thirds ((£12,436,715, 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 27 March 2018 (being the latest practicable date prior to publication of this circular). As at 27 March 2018, the Company's issued ordinary share capital amounted to £19,144,080 comprising 294,524,314 ordinary shares and the Company held 7,523,190 ordinary shares in treasury, representing 2.55% of the Company's issued ordinary share capital as at 27 March 2018.

Resolution 19

To dis-apply pre-emption rights

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 2019, although it is the Directors' current intention to seek renewal of this authority annually.

The £932,754 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 27 March 2018 (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

To dis-apply pre-emption rights on an additional 5% of share capital

Resolution 20 is proposed as a special resolution to allow the Company to further increase the disapplication of pre-emption rights on an additional 5% of issued ordinary share capital £932,754 to be used for an 'acquisition' or specified 'capital investment' in line with the Pre-Emption's Group Statement of Principles.

Resolution 21

To authorise the Company to purchase its own Ordinary Shares

Resolution 21 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 28,700,112 Ordinary Shares representing approximately 10% of the nominal amount of the issued ordinary capital of the Company (excluding shares held in treasury) on 27 March 2018. 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 27 March 2018 (being the latest practicable date prior to the publication of this circular) is 11,337,695 representing 3.95% 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 19.96% 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 2019 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.

Recommendation

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.

ACTION TO BE TAKEN

Shareholders

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 Link 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 15 May 2018. 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.

Depositary Interests Holders

Any Depositary Interests Holder wishing to instruct Link Market Services Trustees (Nominees) 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 Link 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 14 May 2018. Depositary Interests Holders wishing to attend the meeting should contact the Depositary at Link Market Services Trustees (Nominees) 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 12.30 pm (local time, 4.30 pm (BST)) on 14 May 2018.

Yours faithfully

Marc Wetherhill Company Secretary

Notice of Annual General Meeting

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 17 May 2018 at 12.30 pm (local time, 4.30 pm (BST)) for the following purposes:

Ordinary resolutions:

    1. To approve the accounts of the Company for the year ended 31 December 2017 together with the Directors' and auditors' reports thereon.
    1. To approve the Annual report on remuneration as set out on pages 68 to 75 of the Report and Accounts of the Company for the year ended 31 December 2017.
    1. That the final dividend recommended by the Directors of 19.5 pence per Ordinary Share for the year ended 31 December 2017 be declared payable on 12 June 2018, to holders of Ordinary Shares on the register of members on 11 May 2018.
    1. To re-appoint Lynn Carter as a Director.
    1. To re-appoint Robert Childs as a Director.
    1. To re-appoint Caroline Foulger as a Director.
    1. To re-appoint Michael Goodwin as a Director.
    1. To re-appoint Thomas Hürlimann as a Director.
    1. To re-appoint Hamayou Akbar Hussain as a Director.
    1. To re-appoint Colin Keogh as a Director.
    1. To re-appoint Anne MacDonald as a Director.
    1. To re-appoint Bronislaw Masojada as a Director.
    1. To re-appoint Robert McMillan as a Director.
    1. To re-appoint Constantinos Miranthis as a Director.
    1. To re-appoint Richard Watson as a Director.
    1. To re-appoint PricewaterhouseCoopers Ltd. as auditors of the Company, to hold office from the conclusion of this meeting until the next general meeting at which accounts are laid before the Company.
    1. To authorise the Audit Committee to negotiate and agree the audit fee for the 2018 financial year.
    1. That:
  • a) in accordance with Bye-Law 5 of the Company's Bye-Laws:
  • i) the Directors be authorised to allot Relevant Securities up to an aggregate nominal amount of £6,218,258 and further
  • ii) the Directors be authorised to allot Relevant Securities up to an additional aggregate nominal amount of £6,218,258 in connection with a Rights Issue;
  • b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, on 1 July 2019, provided that the Company may, before this authority expires, make an offer or agreement which would or might require Relevant Securities to be allotted after it expires and the Directors may allot shares or grant rights in pursuance of such offer or agreement as if it had not expired; and
  • c) all previous unutilised authorities under Bye-Law 5 of the Company's Bye-Laws shall cease to have effect (save to the extent that the same are exercisable pursuant to Bye-Law 5(h) by reason of any offer or agreement made prior to the date of this resolution, which would or might require Relevant Securities to be allotted on or after that date).

For the purposes of this Resolution 19:

i) 'Relevant Securities' has the meaning given to it in Bye-Law 5(c) of the Company's Bye-Laws; and

ii) 'Rights Issue' means an offer or issue of Equity 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.

Special resolutions:

    1. That:
  • a) subject to the passing of Resolution 18 above, in accordance with Bye-Law 7(a) of the Company's Bye-Laws the Directors be given power to allot for cash Equity Securities (as defined in Bye-Law 6(g)(i) of the Company's Bye-Laws) pursuant to the general authority conferred on them by the resolution passed under Bye-Law 5 (Resolution 19 above) as if Bye-Law 6 of those Bye-Laws did not apply to the allotment but this power shall be limited:
  • i) to the allotment of Equity Securities in connection with an offer or issue (but in the case of the authority granted under Resolution 19 (a)(ii) by way of a Rights Issue only) 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; and
  • ii) to the allotment (other than under (i) above) of Equity Securities having a nominal amount not exceeding in aggregate £932,754;
  • b) this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, on 1 July 2019, but not after the expiry of the authority conferred on the Directors by Bye-Law 5 of the Company's Bye-Laws;
  • c) all previous authorities under Bye-Law 7 of the company's Bye-Laws shall cease to have effect; and
  • d) the Company may, before this power expires, make an offer or agreement which would or might require Equity Securities to be allotted after it expires and the Directors may allot shares or grant rights in pursuance of such offer or agreement as if it had not expired.
    1. That if resolution 18 is passed, the Board be authorised in addition to any authority granted under resolution 19 to allot equity securities for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Bye-Law 6 of those Bye-laws did not apply such authority to be:
  • a) limited to the allotment of Equity Securities or sale of Treasury Shares up to a nominal amount of £932,754;

Notice of Annual General Meeting (continued)

  • b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction a transaction which the Board of the Company determines to be an acquisition or rather capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice;
  • c. such authority to expire at the end of the next AGM, or if earlier on 1 July 2019 but not after the expiry of the authority conferred on the Directors by Bye-Law 5 of the Company's Bye-laws;
  • d. all previous authorities under Bye-Law 7 of the Company's Bye-laws shall cease to have effect; and
  • e. the Company may before this power expires make an offer or enter into agreements, which would, or might, require Equity Securities to be allotted (and Treasury Shares to be sold) after the authority expires and the Board may allot Equity Securities (and sell Treasury Shares) under any such offer or agreement as if the authority had not expired.
    1. That in accordance with Bye-Law 9(a) of the Company's Bye-Laws, the Company is generally and unconditionally authorised to make market purchases of its Ordinary Shares on such terms and in such manner as the Directors may determine provided that:
  • a) the maximum number of Ordinary Shares that may be purchased under this authority is 28,700,112;
  • b) the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of an amount equal to 105% of the average of the middle market of the prices shown in the quotations for the 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 amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out. 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);
  • c) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, on 1 July 2019, unless renewed before that time;
  • d) the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of shares in pursuance of any such contract or contracts; and
  • e) all existing authorities for the Company to make market purchases of shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not yet been executed.

By order of the Board

Marc Wetherhill Company Secretary

4 April 2018

Notes

    1. Every Shareholder has the right to appoint some other person(s) of their choice, who need not be a Shareholder, as his/her proxy to attend, speak and vote on their behalf at the Annual General Meeting. A Shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. In order to be valid, any appointment of proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority) must be undertaken in accordance with these notes and the notes set out on the accompanying Form of Proxy and returned in hard copy form by post, by courier or by hand, to the Company's registrars' UK agent, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF United Kingdom, not later than 48 hours before the time for holding the Annual General Meeting (or in the event that the Annual General Meeting is adjourned, 48 hours before the time of any adjourned meeting).
    1. Return of the Form of Proxy will not preclude a member from attending the Meeting and voting in person.
    1. In accordance with Bye-Law 41 of the Company's Bye-Laws, only those members entered on the Register of Members of the Company as at close of business UK time on 15 May 2018 (or in the event that the Meeting is adjourned, 2.00 pm (local time, close of business UK time) 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 Shareholder's name (or in the name of the Depositary as the case may be) at that time. Changes to entries on the Register of Shareholders after close of business UK time on 15 May 2018 (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.
    1. A Depositary Interest Holder who is a CREST member and who wishes to appoint, or to give instruction to, the Depositary through the CREST electronic proxy appointment service may do so 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 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 12.30 pm (4.30 pm (BST)) on 14 May 2018 (or, if the meeting is adjourned, 72 hours before the time fixed for the 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

Notice of Annual General Meeting (continued)

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/her 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.

    1. As at 27 March 2018 (being the last practicable business day prior to the publication of this Notice) the Company's issued share capital is 294,524,314 ordinary shares carrying one vote each of which 7,523,190 are held in treasury. Therefore the total exercisable voting rights in the Company as at 27 March 2018 is 287,001,124.
    1. Copies of the following documents are available for inspection by Shareholders at the Company's registered office and at the offices of Hiscox plc, 1 Great St Helen's, London EC3A 6HX, United Kingdom during normal business hours and will be available at the place of the Meeting from 12.15 pm (local time, 4.15 pm BST) until its conclusion: (i) copies of the letters of appointment for Non Executive Directors; and (ii) the existing Bye-Laws.
    1. If your address information is incorrect please ring the Registrar's helpline on 0871 664 0300* (from within the UK) or +44 (0)371 664 0300 (from outside the UK) to request a change of address form, email [email protected] or obtain a form at www.linkassetservices.com/shareholders/ shareholder-services-uk.
    1. Depositary Interests Holders who do not lodge their voting instructions via CREST Electronic Proxy Appointment Service may submit a Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, to Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF United Kingdom not later than 72 hours before the time appointed for holding the meeting.

*Calls cost 12p per minute plus network extras. Lines open 8.30 am-5.30 pm (BST) Mon-Fri, except for UK bank holidays.

    1. In accordance with the Company's Bye-Laws details of Michael Goodwin who is being proposed for re-appointment as a Director for the first time are provided below:
  • i. Michael Goodwin (age 59) of Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda
  • ii. Director
  • iii. Place of Tax Residence and Domicile: Singapore

The particulars required to be included in the register of Directors and Officers are included here:

  • iv. Interest in ordinary Shares of Hiscox Ltd: 4,950
  • v. No information was required to be disclosed that would be required pursuant to Listing Rule 9.6.13 in respect of the Director.

    1. In accordance with the Company's Bye-Laws details of Thomas Hürlimann who is being proposed for re-appointment as a Director for the first time are provided below:
  • i. Thomas Hürlimann (age 54) of Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda
  • ii. Director

iii. Place of Tax Residence and Domicile: Switzerland The particulars required to be included in the register of Directors and Officers are included here:

  • iv. Interest in Ordinary Shares of 6.5p of Hiscox Ltd: Nil
  • v. No information was required to be disclosed that would be required pursuant to Listing Rule 9.6.13 in respect of the Director.
    1. In accordance with the Company's Byelaws details of Constantinos Miranthis who is being proposed for re-appointment as a Director for the first time are provided below:
  • i. Constantinos Miranthis (age 54) of Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda
  • ii. Director
  • iii. Place of Tax Residence and Domicile: Bermuda

The particulars required to be included in the register of Directors and Officers are included here:

  • iv. Interest in Ordinary Shares of 6.5p of Hiscox Ltd: Nil
  • v. No information was required to be disclosed that would be required pursuant to Listing Rule 9.6.13 in respect of the Director.

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