Jun 2016 Financial News

Sagicor Financial Corporation - Notice of Annual Meeting

Jun 06, 2016

NOTICE is hereby given that the Thirteenth Annual Meeting of Shareholders of Sagicor Financial Corporation (“the Company”) will be held at Lloyd Erskine Sandiford Centre, Two Mile Hill, St Michael, Barbados, on June 8, 2016 at 5:30 pm to transact the following business:

1. To receive and consider the Consolidated Financial Statements of the Company for the year ended December 31, 2015, and the Auditors’ Report thereon.
2. To elect Directors.
3. To re-appoint the incumbent Auditors for the ensuing year, and to authorise Directors to fix their remuneration.
4. To consider and if thought fit to adopt the following as a Special Resolution:
(Note: In respect of this special resolution, shareholders are hereby advised that a dissenting shareholder is entitled to be paid the fair value of his shares in accordance with sections 213 to 222 of the Companies Act, Cap 308 of the Laws of Barbados)

WHEREAS:

(a) The Directors of the Company consider it expedient and in the best interest of the Company that, pursuant to sections 356.4 and 356.5 of the Companies Act Cap 308 of the Laws of Barbados, the Company should change its jurisdiction of domicile from Barbados to Bermuda (i.e. be continued as a company incorporated under the laws of Bermuda) and have so recommended to the Shareholders.

(b) Shareholders have been informed in accordance with section 356.4(2) of the Companies Act, Chapter 308 of the Laws of Barbados that dissenting shareholders are entitled to the rights afforded them under sections 213 to 222 of the said Companies Act.

BE IT RESOLVED AS A SPECIAL RESOLUTION that:

(a) the continuance of the Company as an exempted company under the laws of Bermuda and the discontinuance of the Company as a company incorporated under the laws of Barbados be and is hereby approved;
and

(b) effective upon the continuance of the Company under the laws of Bermuda
(i) the authorised capital of the Company be divided into 304,494,131 common shares of par value US$0.01 each and 120,000,000 preference shares of par value US$0.01 each;
(ii) the shareholders of the Company be those shown as shareholders in the books and records of the Company’s registrar and transfer agent, Barbados Central Securities Depository Inc.;
(iii) the Memorandum of Continuance submitted to this meeting be approved and adopted as the Memorandum of Continuance of the Company in substitution for the existing Restated Articles of Incorporation;
(iv) the regulations contained in the printed document submitted to this meeting be approved and adopted as the Bye-laws of the Company in substitution for the existing By-law No. 1 and Restated Articles of Incorporation;
(v) the number of Directors be not less than seven (7) and not more than twelve (12) as the Board may from time to time determine;
(vi) any Director, by notice in writing deposited with the Secretary, be authorised to appoint a person or persons to act as an alternate to such Director.
(vii) the name of the Company be changed from “Sagicor Financial Corporation” to “Sagicor Financial Corporation Limited”;

and

(c) be it further resolved that the Directors and Officers of the Company be and are hereby directed to make application to the appropriate official or public body in Bermuda for the aforesaid continuance and are also authorised and directed to do any and all such things as may be considered necessary or expedient to give effect to this resolution or to abandon the application, without further approval of the Shareholders, should they in their discretion consider such to be expedient or in the best interest of the Company.

5. To transact such other business as may properly come before the Meeting.

By Order of the Board of Directors.

Althea C. Hazzard
Corporate Secretary

April 29, 2016

Any shareholder who is unable to attend the meeting in person may complete and return the issued proxy form by 5:30 p.m. on June 6, 2016 or at least 48 hours before the time appointed for the holding of the meeting or adjourned meeting, at any of the addresses noted below:
• Corporate Secretary, Sagicor Financial Corporation, Cecil F de Caires Building, Wildey, St Michael, Barbados; or
• Corporate Secretary, Sagicor Financial Corporation c/o Sagicor Life Inc, Sagicor Financial Centre, 16 Queen’s Park West, Port of Spain, Trinidad.

A body corporate or association which is a shareholder may also by resolution authorize an individual to represent it at the meeting. Evidence of such authorization will be required to be presented prior to admission to the meeting.

Source:
The Trinidad and Tobago Stock Exchange Limited
Monday June 6, 2016