Proxy Solicitation & Information Statement • Mar 17, 2025
Proxy Solicitation & Information Statement
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To be held at Chesney House, 96 Pitts Bay Road, Pembroke HM 08, Bermuda at 12.30 pm (local time) on Thursday, 15 May 2025. For convenience, Shareholders may view a webcast of the AGM and ask questions via a video link at Peel Hunt LLP's office, 100 Liverpool Street, London EC2A 2AT on 15 May 2025 at 4.30 pm (BST). If you wish to watch the webcast in London, please email [email protected] on or before 8 May 2025 to enable us to arrange access to Peel Hunt's offices. Note that the webcast is for informational purposes and Shareholders will not be able to vote at the AGM via the video link so should cast their votes in advance – see the Notice of Annual General Meeting for further details.
Signature of person attending
PLEASE COMPLETE IN BLOCK CAPITALS
I/We of
being a member of the Company hereby appoint the Chair of the meeting or (see note 1)
as my/our proxy at the Annual General Meeting of the Company to be held at 12.30 pm (local time) on Thursday, 15 May 2025 and at any adjournment thereof. I/we have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions: Please tick here if this proxy appointment is one of multiple appointments being made:
| RESOLUTIONS Please mark 'X' to indicate how you wish to vote |
For | Against | withheld Vote |
For | Against | withheld Vote |
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|---|---|---|---|---|---|---|---|---|---|---|
| 1. 2. 3. 4. 5. 6. 7. 8. 9. |
To receive the Annual Report and Accounts for the year ended 31 December 2024 To approve the Directors remuneration report To increase the maximum fees payable to Directors To approve the final dividend for the year ended 31 December 2024 To approve the 2025 Scrip Dividend Scheme To authorise the Directors to capitalise sums in connection with the 2025 Scrip Dividend Scheme To appoint Lynne Biggar as a Director To appoint June Yee Felix as a Director To appoint Jane Guyett as a Director 10. To re-appoint Beth Boucher as a Director 11. To re-appoint Paul Cooper as a Director 12. To re-appoint Donna DeMaio as a Director |
its own shares* proposed as special resolutions. |
21. To authorise the Directors to allot shares 22. To dis-apply pre-emption rights 23. To dis-apply pre-emption rights on an additional 10% of shares 24. To authorise the Company to purchase All resolutions will be proposed as ordinary resolutions, save for those identified with an asterisk (*) which will be |
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| 13. To re-appoint Michael Goodwin as a Director 14. To re-appoint Thomas Huerlimann as a Director 15. To re-appoint Hamayou Akbar Hussain as a Director 16. To re-appoint Colin Keogh as a Director 17. To re-appoint Constantinos Miranthis as a Director 18. To re-appoint Joanne Musselle as a Director 19. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company 20. To authorise the Audit Committee to set the auditors' remuneration |
Signature Date |
A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney. |
*Lines open 8.30 am to 5.30 pm (BST) Monday to Friday, except for bank holidays in England and Wales. Please ensure the country code is used if calling from outside the UK.
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