AGM Information • May 3, 2017
AGM Information
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I, Shavon Edwards, Assistant Company Secretary of the Company, DO HEREBY CERTIFY that the following is a true extract of resolutions adopted by the Members of the Company at a meeting duly convened and held on the 3rd of May 2017, at which meeting a guorum was present and voting throughout and that such resolutions are still in full force and effect as at the date hereof:
It was RESOLVED to approve and adopt the Lancashire Holdings Limited 2017 Restricted Share Scheme (the "2017 Scheme") and to authorise the Board to (a) make such modifications to the 2017 Scheme as they may consider appropriate to take account of the requirements of best practice and for the implementation of the 2017 Scheme and to adopt the 2017 Scheme as so modified and to do all such other acts and things as they may consider appropriate to implement the 2017 Scheme; and (b) establish further schemes based on the 2017 Scheme but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Common Shares made available under such further schemes are treated as counting against the limits on individual or overall participation in the 2017 Scheme.
| FOR | AGAINST | THHELD wı |
∼ |
|---|---|---|---|
| 157,586,482 | 2,987,999 | 652,240 | 776 771 161 _________ |
It was RESOLVED to grant the Directors of the Company a general and unconditional authority, pursuant to Bye-law 2.4 of the Company's Bye-laws, to allot Relevant Securities (within the meaning of that Bye-law), up to an aggregate nominal value of US\$33,556,986, an amount equal to approximately one-third of the issued share capital of the Company as at 13 March 2017, provided that (i) unless otherwise renewed or revoked in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2018 or, if earlier, 15 months from the date of this resolution; (ii) the Company shall be entitled to make, before expiry of such authority, any offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot such Relevant Securities in pursuance of such offer or agreement as if such authority had not expired; and (iii) such authority shall be in substitution for any and all authorities previously conferred upon the Directors for the purposes of Bye-law 2.4 but without prejudice to the allotment of any Relevant Securities already made or to be made pursuant to such authorities.
| FOR | NNST | w | ו הרח־ ∼⊾ |
|---|---|---|---|
| 133.599 161,13 |
$17\Delta$ | 86.948 | 2704 161 ັ |
The proposed Special Resolutions, as set out in the Notice, were put to the meeting. In accordance with the Company's Bye-laws, the Chairman determined that the votes on the proposals would be taken by a poll. An option was given to Members present to cast votes via ballot, which was accepted by Francis Moll representing 3,000 shares registered in the name of Capita IRG Trustees (Nominees) Limited as well as Alex Maloney representing 197,216 shares. With 161,226,721 shares of the Company represented in person or by proxy at the meeting, and all the votes cast, the following items were considered (which were required to be passed by a majority of not less than three-fourths of the votes cast):
It was RESOLVED that, subject to and conditional on the passing of Resolution 15, the Directors of the Company be authorised, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 15 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$5,033,548, such amount being approximately five per cent of the Company's issued share capital as at 13 March 2017, provided that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2018 or, if earlier, 15 months from the date of this resolution and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.
| F∩R vn |
$I$ INIC $T$ | r w - |
TAL |
|---|---|---|---|
| 161 7AY |
0.04 ar |
.897 | 704 בינ |
It was RESOLVED that, subject to and conditional on the passing of Resolutions 15 and 16, the Directors of the Company be authorised in addition to any authority granted under Resolution 16, in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law $2.5(q)$ ) for cash pursuant to the authority conferred by Resolution 15 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$5,033,548, such amount being approximately a further five per cent of the Company's issued share capital as at 13 March 2017; provided that such authority will only be used for the purposes of raising capital in response to a significant 'market moving' loss event or financing a transaction that the Board of Directors of the Company determines to be an acquisition or other 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 13 March 2017; and provided further that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2018 or, if earlier, 15 months from the date of this resolution and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.
| FOR | AGAINST | нны г WI |
ገTAL |
|---|---|---|---|
| 160,515,943 | 786 | ,992 | 226 721 161. |
It was RESOLVED that, subject to and conditional on the passing of Resolutions 15, 16 and 17, the Directors of the Company be authorised in addition to any authorities granted under Resolutions 16 and 17. in accordance with Bye-law 2.6 of the Company's Bye-laws, to allot Equity Securities (within the meaning of Bye-law 2.5(g)) for cash pursuant to the authority conferred by Resolution 15 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority up to an aggregate nominal value of US\$5,033,548, such amount being approximately a further five per cent of the Company's issued share capital as at 13 March 2017; provided that such authority will only be used for the purposes of raising capital in response to a significant 'market moving' loss event; and provided further that, unless otherwise renewed or revoked by the Shareholders in general meeting, this authority will expire at the conclusion of the annual general meeting of the Company in 2018 or, if earlier, 15 months from the date of this resolution and provided that the Company may before such expiry make any offer or agreement which would or might require Common Shares to be allotted after such expiry and the Directors may allot such Common Shares in pursuance of such offer or agreement as if Bye-law 2.5(a) did not apply.
| F∩R ◡ |
$\overline{A}$ INIST | . . wı . |
ገTAL |
|---|---|---|---|
| 160,233,200 | דר ⊸∧∢ ---- _____ |
353.384 | 22272 _ |
It was RESOLVED that the Company be generally and unconditionally authorised, in accordance with Byelaw 3 of the Company's Bye-laws and pursuant to section 42A of the Companies Act of Bermuda, to make one or more market purchases of any of its common shares of US\$0.50 each ("Common Shares") in such manner and on such terms as the Directors of the Company or any authorised committee thereof may from time to time determine provided that:
after the expiry of the authority, and may make a purchase of Common Shares in pursuance of any such contract.
| FOR | ™M. . | wı $-1$ and $-1$ |
OTAL |
|---|---|---|---|
| 848 | ララハ | 85,100 | 704 |
| 160 | 30 A | בור |
Dated: This 31st day of July 2017 Signed under seal:
By:
waS
Shavon Edwards Assistant Company Secretary For and on behalf of Lancashire Holdings Limited
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