Circular 12/17: SGM & Proposed amendments to rules

OUTLINE

A Special General Meeting of The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited (UKB) will be held on 18th January 2018 in Bermuda.
Papers for the meeting are enclosed.

ACTION

Completed proxy forms should be sent to the Secretary to arrive at least 12 hours before the meeting.

TO THE MEMBERS,

SPECIAL GENERAL MEETING OF THE UNITED KINGDOM MUTUAL STEAM SHIP ASSURANCE ASSOCIATION (BERMUDA) LIMITED - PROPOSED AMENDMENTS TO BYE-LAWS AND PRIVATE ACT OF UKB, AND TO RULES AND ARTICLES OF UKE

Please find enclosed papers for a Special General Meeting to be held on 18th January 2018 in Bermuda. The purpose of the SGM is to adopt amendments to the Bye-Laws and Private Act of The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited (UKB) and to the Rules and Articles of Association of The United Kingdom Mutual Steam Ship Assurance Association (Europe) Limited (UKE). As the amendments in respect of UKE can be agreed only by UKB as the sole Member of UKE, the passing of the resolutions will be treated as providing authority for UKB to amend UKE's Rules and Articles of Association accordingly.

The attached Notice of Meeting refers to two resolutions.

The first resolution is in respect of routine amendments to the Rules of UKE.The amendments are set out in

Appendix A,

which is attached.

The second resolution is in respect of various amendments to constitutional documents that are required in order to

invert the structure of the Club

, for reasons set out in the attached explanation.The amendments are contained in a lengthy

Appendix B

which is not published in hard copy, but is available on the UK Club's website

here.

A proxy form and Schedule of Votes are enclosed in respect of the resolution(s) contained in the Notice of Meeting.

Please note that completed proxy forms must reach the Secretary by email, fax or mail at the latest 12 hours before the Meeting.