Declaration of Voting Results & Voting Rights Announcements • May 7, 2025
Declaration of Voting Results & Voting Rights Announcements
Open in ViewerOpens in native device viewer
(the "Company")
I, Fergus McAleavey, 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 30 April 2025, at which meeting a quorum was present and voting throughout and that such resolutions are still in full force and effect as at the date hereof:
IT WAS RESOLVED that, subject to and conditional on the passing of Resolution 17, 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 17 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such allotment (i) up to an aggregate nominal value of US\$12,200,500, such amount being approximately ten per cent of the Company's issued share capital as at the date of this document; and (ii) (otherwise than under (i) above) up to an aggregate nominal amount equal to 20 per cent of any allotment of Equity Securities from time to time under (i) above, such authority to be used only for the purposes of making a follow-on offer which the Board of Directors of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this document; 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 2026 or, if earlier, 15 months from the date the relevant resolution is passed 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.
| VOTES FOR | VOTES AGAINST | TOTAL VOTES |
VOTES WITHHELD |
|---|---|---|---|
| 183,348,607 | 3,967,676 | 187,316,283 | 764,076 |
IT WAS RESOLVED that, subject to and conditional on the passing of Resolution 17, the Directors of the Company be authorised in addition to any authority granted under Resolution 18, 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 17 as if Bye-law 2.5(a) of the Company's Bye-laws did not apply to such authority (i) up to an aggregate nominal value of US\$12,200,500, such amount being approximately a further ten per cent of the Company's issued share capital as at the date of this document; provided that such authority will only be used for the purposes of raising capital to take advantage of market-driven underwriting opportunities (as approved by the Board) or financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction that the Board determines to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the UK Pre-Emption Group prior to the date of this document; and (ii) (otherwise than under (i) above) up to an aggregate nominal amount equal to 20 per cent of any allotment of Equity Securities from time to time under (i) above, such authority to be used only for the purposes of making a follow-on offer which the Board of Directors of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this document; 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 2026 or, if earlier, 15 months from the date the relevant resolution is passed 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.
| VOTES FOR | VOTES AGAINST | TOTAL VOTES |
VOTES WITHHELD |
|---|---|---|---|
| 177,108,683 | 10,207,600 | 187,316,283 | 764,076 |
IT WAS RESOLVED that the Company be generally and unconditionally authorised, in accordance with Bye-law 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 its Common Shares on such terms and in such manner as the Board or any authorised committee thereof may from time to time determine provided that:
| VOTES FOR | VOTES AGAINST | TOTAL VOTES |
VOTES WITHHELD |
|---|---|---|---|
| 187,765,366 | 8,219 | 187,773,585 | 306,774 |
Dated this 5th day of May 2025
By:
Fergus McAleavey Assistant Company Secretary For and on behalf of Lancashire Holdings Limited
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.