AGM Information • Apr 12, 2013
AGM Information
Open in ViewerOpens in native device viewer
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 Service 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 5 55/89p 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 Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom to be received no later than 10.00 am (2.00 pm (BST)) on 13 May 2013 for a Form of Direction or 10.00 am (2.00 pm (BST)) 14 May 2013 for a Form of Proxy.
Latest time for receipt 10.00 am (2.00 pm (BST))
Latest time for receipt 10.00 am (2.00 pm (BST)) of a Form of Direction 13 May 2013
of a Form of Proxy 14 May 2013
Annual General Meeting 10.00 am (2.00 pm (BST)) 16 May 2013
The Hiscox 2012 Report and Accounts is now available online at www.hiscox.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 Registrars Shareholder Administration Support 34 Beckenham Road Beckenham Kent BR3 9ZA
A copy of this Notice can be found at www.hiscox.com
To holders of Ordinary Shares ('Shareholders') and for information only to holders of depositary interests issued by Capita IRG Trustees Limited in respect of Ordinary Shares ('Depositary Interests') and holders of Depositary Interests ('Depositary Interest Holders').
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.
The AGM will be held at the Elbow Beach Hotel, 60 South Shore Road, Paget PG 04, Bermuda on 16 May 2013 at 10.00 am. 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 16 May 2013 at 2.00 pm (BST).
The following business will be proposed at the AGM:
The Directors of the Company (the 'Directors') present to Shareholders the annual Report and Accounts for the year ended 31 December 2012.
The Directors seek approval of this remuneration report which can be found on pages 39 to 46 of the Report and Accounts.
Bye-law 57 of the Company's Bye-laws provides that, unless otherwise determined by an ordinary resolution of the Company, the maximum number of Directors will be 12. It is proposed in Resolution 3 to increase this number to 14, to provide sufficient flexibility for future additional Board appointments, should the need arise.
Bye-law 67 of the Company's Bye-laws provides that the Company shall pay the Directors for their services as directors, such amount of aggregate fees as the Board decides, not exceeding £750,000 per annum, or such larger sum as the Company may, by ordinary resolution, determine. Fees payable under Bye-law 67 are distinct from remuneration or other amounts payable to a Director under other provisions of the Bye-laws, for example the remuneration of a Director appointed to an executive office, as referred to in Bye-law 65. If passed, Resolution 4 will increase the limit on aggregate fees from £750,000 per annum, which has been the limit since 20 October 2006, to £1,250,000. The Directors consider that this will ensure a reasonable degree of headroom in the fee limit for the
foreseeable future.
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 34 to 35 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. Caroline Foulger was appointed to the Board in January 2013 and is standing for re-appointment by shareholders for the first time. The Board believes that Caroline's skills and experience, as described in her biography on page 34 of the Report and Accounts, will be of great benefit to the Board and the Company. Additionally, and in accordance with the UK Corporate Governance Code, the Chairman has confirmed in respect of all of the Non Executive 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 KPMG be appointed as auditors of the Company for the 2013 financial year and that the Board be authorised to determine the level of the auditors' remuneration for the 2013 financial year.
Authority was granted to the Directors at the Extraordinary General Meeting held on 28 March 2013 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 £6,573,120 and an additional nominal amount of £6,573,120 in connection with a Rights Issue for a period expiring at the conclusion of the Annual General Meeting to be held in 2013 or, if earlier, on 27 March 2014. This replaced the authority, in a similar form, granted at the Annual General Meeting held in 2012.
The Directors consider it appropriate to renew this authority at the forthcoming AGM. In accordance with the institutional guidelines issued by the Association of British Insurers (ABI), 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 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 share capital (in each case excluding any shares held in treasury).
The proposed new authority will expire at the conclusion of the 2014 Annual General Meeting of the Company or, if earlier, on 1 July 2014. 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 emerging best practice as regards its use, as recommended by the ABI.
The nominal amount of securities to which the new authority will relate represents approximately one third (£6,586,475), or up to two thirds (£13,172,950) 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 2 April 2013 (being the latest practicable date prior to publication of this circular). As at 2 April 2013, the Company's issued ordinary share capital amounted to £20,743,537 comprising 369,234,958 ordinary shares and the Company held 17,517,170 ordinary shares in treasury, representing 4.74% of the Company's issued ordinary share capital as at 2 April 2013.
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 2014, although it is the Directors' current intention to seek renewal of this authority annually.
The £1,037,176 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 as at 2 April 2013 (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 threeyear period without prior consultation with shareholders and the Investment Committee of the ABI and the National Association of Pension Funds.
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 35,171,778 Ordinary Shares representing approximately 10% of the nominal amount of the issued ordinary capital of the Company (excluding shares held in treasury) on 2 April 2013. 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 2 April 2013 (being the latest practicable date prior to the publication of this circular) is 20,340,023 representing 5.51% of the Company's issued ordinary share capital (excluding shares held in treasury). Whilst the authority being sought at the AGM is in place of that granted at the Extraordinary General Meeting held on 28 March 2013 (the 'EGM') if, for the purposes of Listing Rule 13.7.1(1) (f), the authority given by this resolution and that granted at the EGM 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 2014, 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 attached. Whether or not Shareholders propose to attend the AGM they are requested to complete, sign and return the Form of Proxy to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom as soon as possible and in any event so as to be received no later than 10.00 am (2.00 pm (BST)) on 14 May 2013. 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 holder of Depositary Interests 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 Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom so as to be received no later than 10.00 am (2.00 pm (BST)) on 13 May 2013.
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 16 May 2013 at 10.00 am (2.00 pm (BST)) for the following purposes:
For the purposes of this Resolution 18:
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.
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 the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003 and subject to the minimum price. 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);
Company Secretary 8 April 2013
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 (available via www.euroclear.com/ CREST). 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 2.00 pm (6.00 pm (BST)) on 13 May 2013 (or in the event that the meeting is adjourned, 2.00 pm (6.00 pm (BST)) on the date three days before the date of any 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 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 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.
*Calls cost 10p per minute plus network extras. Lines open 8.30 am-5.30 pm Mon-Fri, except for UK bank holidays.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.