AGM Information • Apr 4, 2018
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 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.
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
4 April 2018
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 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).
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 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.
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.
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.
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.
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 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 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 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.
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 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.
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 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:
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.
By order of the Board
4 April 2018
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.
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The particulars required to be included in the register of Directors and Officers are included here:
v. No information was required to be disclosed that would be required pursuant to Listing Rule 9.6.13 in respect of the 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:
The particulars required to be included in the register of Directors and Officers are included here:
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