NOTICE
Notice of a Special General Meeting of The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited.
Notice is hereby given that a Special General Meeting of the Members of the Association will be held at 10:00 on 9th January 2007 at the offices of Appleby Spurling Bailhache, Canon's Court, 22 Victoria Street, Hamilton HM EX, Bermuda, for the purpose of considering and, if thought fit, passing the resolutions set out below:
Resolution 1 to propose:
"That the amendments to The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited Consolidation and Amendment Act 1993 contained in Part A of the Appendix be and are hereby adopted."
Resolution 2 to propose:
"That the amendments to the Memorandum of Association of The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited by virtue of the amendment of the objects and powers contained in Part B of the Appendix be and are hereby adopted and that the Directors be and they are hereby authorised to do or procure all such acts or things as may be required to effect the said alteration to the Memorandum of Association".
Resolution 3 to propose:
"That with effect from 12 noon Greenwich Mean Time on 20th February 2007, the amendments contained in Part C of the Appendix be and are hereby adopted."
Resolution 4 to propose:
"That with effect from 12 noon Greenwich Mean Time on 20th February 2007, the amendments contained in Part D of the Appendix be and are hereby adopted."
By Order of the President
D W R Hunter
Secretary
11th December 2006
Notes:
- A Member entitled to attend and vote at this Special General Meeting is entitled to appoint a proxy to attend and, on a poll, to vote in his place. A Form of Proxy is enclosed.
- The Form of Proxy may be returned by mail or by fax to the Secretary at the postal or fax address shown on the Form of Proxy, but to be valid must be received no later than 12 hours prior to the Meeting.
Ref: 15/06
OUTLINE
December 2006
- A Special General Meeting will be held on 9th January 2007 in Bermuda.
- The purpose of the SGM is to consider proposed amendments to The United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited Consolidation and Amendment Act 1993 ("the principal Act"), the Memorandum of Association, the Rules and the Bye-Laws.
- The papers for this meeting are enclosed.
ACTION
- Members should ensure their completed proxy form is faxed or sent to the Secretary to arrive 12 hours before the meeting.
TO THE MEMBERS
Dear Sirs
SPECIAL GENERAL MEETING - PROPOSED AMENDMENTS TO THE PRINCIPAL ACT, THE MEMORANDUM OF ASSOCIATION, THE RULES AND THE BYE-LAWS
Members will recall that the Association's circular ref. 11/06 advised that changes to Rules and Bye-Laws, which have traditionally been considered at the October Annual General Meeting, would be considered this year and in future at a Special General Meeting held towards the end of the policy year.
Accordingly, a Special General Meeting will be held on 9th January 2007 in Bermuda, for the purpose of considering four resolutions in respect of amendments to the principal Act, to the Memorandum of Association, to the Rules and to the Bye-Laws. The proposed amendments are set out in the attached Appendix.
The first resolution relates to amendments to the principal Act. The second resolution is in respect of the amendments to the Memorandum of Association by virtue of the amendment of the Association's objects and powers as contained in the principal Act.
The third resolution relates to amendments to the Rules and Bye-Laws for the purpose of combining as a single document the Rules of the Association and the Rules of The United Kingdom Mutual Steam Ship Assurance Association (Europe) Limited - UK (Europe).
The amendments contained in these three resolutions are made necessary by the establishment of the Association's subsidiary company, UK (Europe). The purpose of this is to ensure that the Association can, through its subsidiary, write business in certain countries in the European Economic Area where it might otherwise be restricted. Further details of UK (Europe) are provided in the Association's circular ref 14/06.
The fourth resolution is in respect of all other amendments to the Rules and Bye-Laws.
A Proxy Form and Schedule of Votes are enclosed in respect of the resolutions contained in the Notice of Meeting. Please note that the completed form must reach the Secretary by mail or fax (+1 441 292 3694) at the latest 12 hours before the Meeting.
Yours faithfully
THOMAS MILLER (BERMUDA) LTD.
