LONDON--(BUSINESS WIRE)--THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in TIG Topco Limited, please send this document, together with the accompanying documents, at once to the Purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
TIG Topco Limited
(a private par value limited liability company organised under the laws of the Bailiwick of Jersey under company number 117710)
NOTICE OF 2015 ANNUAL GENERAL MEETING
Notice of the 2015 Annual General Meeting of TIG Topco Limited to be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ on Friday 29 May 2015 at 9.30 a.m. is set out on page 3 of this document.
A form of proxy for use at the Annual General Meeting can be found at http://www.towergate.com/investors.aspx and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by the Company’s Registrars Crestbridge Corporate Services Limited at 47 Esplanade, St Helier, Jersey, JE1 0BD Channel Islands or by way of email to Towergate.Jsy@crestbridge.com as soon as possible but, in any event, so as to arrive no later than 9.30 a.m. on Wednesday 27 May 2015. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.
TIG TOPCO LIMITED
(a private par value limited liability company organised under the laws of the Bailiwick of Jersey under company number 117710)
Registered Office:
47 Esplanade
St Helier
Jersey JE1 OBD
14 May 2015
Notice of Annual General Meeting 2015
Dear Shareholder,
I am pleased to be writing to you with details of our 2015 Annual General Meeting (“AGM”) which we are holding at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ on Friday 29 May 2015 at 9.30 a.m. The formal notice of AGM is set out on page 3 of this document, and describes the business that will be proposed as well as the procedures for your participation and voting.
Please note that only those shareholders on the register at 9.30 a.m on Wednesday 27 May 2015 (or in the event that the AGM is adjourned, 9.30 a.m. on the day two days prior to the adjourned meeting) will be entitled to attend and/or vote at the AGM.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by 9.30 a.m. on Wednesday 27 May 2015.
The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, your Board unanimously recommends that you vote in favour of them.
Yours sincerely,
Alastair Lyons,
Chairman
TIG TOPCO LIMITED
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 1st Annual General Meeting of TIG Topco Limited (the “Company”) will be held at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ on Friday 29 May 2015 at 9.30 a.m. for the following purposes.
Capitalised terms used in this Notice but not otherwise defined shall have the meanings given to them in the shareholders’ agreement relating to the Company dated 2 April 2015 (the “Shareholders’ Agreement”).
All resolutions will be proposed as ordinary resolutions.
1. To elect John Tiner as Chairman and Non-Executive Director of the Company, TIG Midco Limited, TIG Finco plc and Towergate Insurance Limited, subject to, and with appointment to take effect promptly following, receipt of relevant regulatory approvals.
2. Pending the appointment of John Tiner, to re-elect Alastair Lyons as interim Chairman and Non-Executive Director of the Company, TIG Midco Limited, TIG Finco plc and Towergate Insurance Limited.
3. To re-elect Scott Egan as interim Chief Executive Officer and Executive Director of the Company, TIG Midco Limited, TIG Finco plc and Towergate Insurance Limited.
4. To re-elect Philip Moore as Non-Executive Director of the Company, TIG Midco Limited, TIG Finco plc and Towergate Insurance Limited.
5. To re-elect Teresa Robson-Capps as Non-Executive Director of the Company, TIG Midco Limited, TIG Finco plc and Towergate Insurance Limited.
6. To approve the delegation to the Directors of the Company (and, if the Directors of the Company in turn see fit, to the Investment Committee) of responsibility for the Group’s acquisition programme, including the formulation, monitoring, review and implementation of the Group’s strategy regarding acquisitions and disposals, approval of material acquisition or disposal proposals, review of the resources available to the Group to undertake acquisitions or disposals and review of the effectiveness of the integration of acquired businesses into the Group, as envisaged by clause 4.13.2 of the Shareholders’ Agreement, in each case to the greatest extent possible subject to schedule 3 to the Shareholders’ Agreement.
7. To approve the delegation to the Directors of the Company (and, if the Directors of the Company in turn see fit, to the Remuneration Committee) of the power to determine remuneration matters, including the remuneration and performance targets for Senior Management, the remuneration of Directors, the award of rights under any long-term incentive plans and the approval of new bonus and incentivisation schemes, including any Management Incentive Plan and the MIP, as envisaged by paragraph 4.1 of part B of schedule 3 to the Shareholders’ Agreement.
| BY ORDER OF THE BOARD | |||
|
Fiona Wilson
For and on behalf of |
Registered Office: |
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| 14 May 2015 |
Notes
Information about shares and voting
1. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 13 May 2015, which is the latest practicable date before the publication of this document is 359,999,907, carrying one vote each on a poll. Therefore, the total number of votes exercisable as at 13 May 2015 are 359,999,907.
Right to attend and vote
2. Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company’s register of members at 9.30 a.m. on Wednesday 27 May 2015 or, if the meeting is adjourned, not more than 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.
Venue arrangements
3. To facilitate entry to the meeting, members are requested to bring with them an appropriate form of identification.
4. Members should note that the doors to the AGM will be open at 9.00 a.m.
5. Mobile phones may not be used in the meeting room, and cameras and recording equipment are not allowed in the meeting room.
6. We ask all those present at the AGM to facilitate the orderly conduct of the meeting. The Company reserves the right, if orderly conduct is threatened by a person’s behaviour, to require that person to leave.
Proxy appointment
7. A member is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend and to speak and vote at the Annual General Meeting. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
8. A form of proxy can be found at http://www.towergate.com/investors.aspx. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person.
9. To appoint a proxy the form of proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be sent to the Company’s Registrars, Crestbridge Corporate Services Limited at 47 Esplanade, St Helier, Jersey, JE1 0BD Channel Islands or by email to Towergate.Jsy@crestbridge.com so as to arrive no later than 9.30 a.m. on Wednesday 27 May 2015.
Corporate representatives
10. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. Where a person is authorised to represent a body corporate, the Directors or the chairman may require him to produce a certified copy of the resolution from which he derives his authority or any other appropriate evidence of such authority.
Questions
11. Any member attending the meeting has the right to ask questions.
Voting
12. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands.
13. All resolutions are proposed as ordinary resolutions. This means that for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution. None of the resolutions are proposed as special resolutions.
15. Under the terms of the Shareholders’ Agreement and the Company’s Articles of Association, certain specified matters require Shareholder Supermajority Approval or Shareholder Special Majority Approval (each as defined in the Shareholders’ Agreement). None of the resolutions to be put to the meeting require Shareholder Supermajority Approval. All of the resolutions to be put to the meeting have received Investor Director Unanimous Approval (as defined in the Shareholders’ Agreement). Accordingly, none of the resolutions to be put to the meeting require Shareholder Special Majority Approval. All resolutions put to the meeting will therefore be determined by Shareholder Simple Majority Approval (as defined in the Shareholders’ Agreement.
Website information
16. A copy of this notice and the form of proxy can be found at http://www.towergate.com/investors.aspx.
Use of electronic address
17. Members may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.