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Hiscox Limited AGM Information 2011

Mar 14, 2011

6225_agm-r_2011-03-14_dff59002-f45a-47d6-9ac3-1f8ef1369876.pdf

AGM Information

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ATTENDANCE CARD HISCOX LTD - ANNUAL GENERAL MEETING

To be held at: Elbow Beach Hotel, 60 South Shore Road, Paget PG04, Bermuda and via video link at 1 Great St Helen’s, London EC3A 6HX on 8 June 2011 at 10.00am (2.00pm (BST)).

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company’s registrars. This will facilitate entry to the meeting.

Signature of person attending

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Name of person attending

Address of person attending

FORM OF PROXY HISCOX LTD - ANNUAL GENERAL MEETING

PLEASE COMPLETE IN BLOCK CAPITALS

I/We of

being a member of the Company hereby appoint the Chairman of the meeting or (see note 1)

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 10.00am (2.00pm (BST)) on Wednesday 8 June 2011 and at any adjournment thereof. I have indicated with a ‘X’ how I/we wish my/our votes to be cast on the following resolutions:

  • Notes 1. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

Please mark ‘X’ to indicate how you wish to vote

RESOLUTIONS

  1. To receive the Annual Report and Accounts for the year ended 31 December 2010

  2. To approve the 2010 remuneration report

  3. To declare a final dividend of 11.5 pence per Ordinary Share

  4. To authorise the Directors to offer new Ordinary Shares instead of a cash dividend

  5. To authorise the Directors to capitalise nominal amounts of new Ordinary Shares

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  1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0871 664 0300* (from within the UK) or +44 (0)20 8639 3399 (from outside the UK), email [email protected] or you may photocopy this form. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

  2. To re-appoint Robert Hiscox as a Director

  3. To re-appoint Bronislaw Masojada as a Director

  4. To re-appoint Robert Childs as a Director

  5. To re-appoint Stuart Bridges as a Director

  6. To appoint Richard Gillingwater as a Director

  7. To re-appoint Daniel Healy as a Director

  8. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting on any other business which may properly come before the Annual General Meeting, the proxy will act at his discretion.

  9. To re-appoint Ernst Jansen as a Director

  10. To re-appoint Dr James King as a Director

  11. To appoint Robert McMillan as a Director

  12. To be valid, the Form of Proxy (and the power of attorney or other authority if any) under which it is signed) must arrive not later than 48 hours before the time set for the meeting at the PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom. You may also deliver by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom during usual business hours.

  13. To re-appoint Andrea Rosen as a Director

  14. To re-appoint Gunnar Stokholm as a Director

  15. To re-appoint KPMG as auditors

  16. To authorise the Directors to set the auditors remuneration

  17. To authorise the Directors to grants options and awards over Ordinary Shares under the French schedules

  18. The ‘Vote Withheld’ option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes ‘For’ and ‘Against’ a resolution.

  19. To dis-apply pre-emption rights

  20. To renew the authority given to Directors to allot equity securities for cash

  21. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  22. To authorise the Company to purchase its own shares

To assist with arrangements, if you intend attending the meeting in person please place a ‘X’ in the relevant box: Hamilton London

*Calls cost 10p per minute plus network extras. Lines open 8.30am-5.30pm Mon-Fri.

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.

Business Reply Licence Number RSBH-UXKS-LRBC

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PXS 34 Beckenham Road Beckenham BR3 4TU