EMPLOYMENT AGREEMENTS
Employment Agreements and Arrangements
Cynthia
Y. Valko
On March 6, 2018, we entered into the 2018 Employment Agreement with Ms. Valko which
replaced her December 10, 2014 employment agreement. The 2018 Employment Agreement provides for an employment term of three years, from January 1, 2018 through December 31, 2020.
Under the 2018 Employment Agreement, Ms. Valko is eligible to receive a cash Return on Equity Bonus of up to
$600,000 for each fiscal year of the Employment Agreement that Ms. Valko served as our Chief Executive Officer (the ROE Bonus). Ms. Valko is eligible to receive a preliminary ROE Bonus (the Preliminary ROE Bonus)
for each such fiscal year if Global Indemnitys return on equity percentage for such fiscal year exceeds 85% of the targeted return on equity percentage (as established by the Compensation Committee) for such fiscal year. If Ms. Valko is
still employed by the Company and in good standing through the date of payment she will receive 50% of the Preliminary ROE Bonus, payable no later than April 1 of the calendar year immediately following the year to which such Preliminary ROE
Bonus relates. Global Indemnity will retain the remaining 50% unpaid balance of the Preliminary ROE Bonus, which will be paid to Ms. Valko within 90 days after the end of the third full calendar year following a Bonus Year (as defined in the
2018 Employment Agreement), regardless of Ms. Valkos then-current employment status with the Company, but subject to adjustment based on an actuarial assessment of incurred but not reported underwriting losses and loss adjustment expenses
and actual underwriting losses and loss adjustment expenses.
Additionally, under the 2018 Employment
Agreement, Ms. Valko is eligible to receive an annual cash Performance Incentive Bonus of up to $200,000, based on an assessment of her performance during the Bonus Year (as defined by the 2018 Employment Agreement) by the Compensation
Committee, in its sole discretion, based upon the assessment of the Companys Chairman of the Board of Directors, in his sole discretion.
Under the 2018 Employment Agreement, Ms. Valko is restricted from selling any A Ordinary Shares of Global Indemnity unless Ms. Valko retains vested Global Indemnity stock options and shares
having an aggregate value of at least equal to the lesser of (i) $5,000,000 or (ii) $5,000,000 multiplied by a fraction, the numerator of which is the volume weighted trading price of Global Indemnitys shares for the
30-day
period ending on the relevant measurement date and the denominator of which is $50, and Ms. Valko retains at least 75% of the Global Indemnity options and restricted shares granted to her. Ms. Valko
must provide Global Indemnitys Chairman of the Board of Directors with advance notice, and receive approval of, any proposed sale.
In addition, Ms. Valko was granted options (Tranche 3 Options) to buy 300,000 Global Indemnity A Ordinary Shares with an exercise price of $50.00 per share. Tranche 3 Options vest 1/3 on
December 31 of each of 2018, 2019 and 2020, if Ms. Valko remains employed and in good standing as of such date. Tranche 3 Options expire on the earlier of December 31, 2027 and 90 calendar days after Ms. Valko is neither employed
by Global Indemnity nor a member of the Board of Directors. In 2014, Ms. Valko was granted 300,000 options to buy Global A Ordinary Shares (Tranche 2 Options). The Tranche 2 Options will vest on each December 31 of 2018, 2019
and 2020 in an amount based on Ms. Valkos attainment of the ROE Bonus criteria described above.
For additional discussion on Ms. Valkos bonus opportunities, see the discussion related to Ms. Valko
under Target Incentives Under Employment Agreements in the Compensation Discussion and Analysis above.
For a discussion of the consequences of termination or change in control under Ms. Valkos employment agreement, please see the disclosure related to Ms. Valko under Potential
Payments Upon Termination or Change in Control below.
34
Thomas M. McGeehan
Mr. McGeehan has an executive employment agreement with the Company. The agreement initially began with a
predecessor Company, United America Indemnity, Ltd., but was amended as a result of the Redomestication. The initial employment term was from December 8, 2009 through December 31, 2012, and has since been renewed annually. The agreement
contains additional
one-year
renewal terms unless either party gives 120 days prior written notice of
non-renewal
to the other.
The employment agreement provides that Mr. McGeehan is entitled to an annual base salary of not less than $300,000,
which is subject to review each year the agreement is in effect, commencing with calendar year 2010, and provided an initial award of 16,000 restricted Class A Common shares, vesting in
one-fourth
equal
installments on each anniversary of the date of grant. After the July 2, 2010
one-for-two
reverse stock split, Mr. McGeehans awarded shares were adjusted
accordingly to reflect an award of 8,000 of our A ordinary shares. For information on Mr. McGeehans bonus opportunities see the discussion related to Mr. McGeehan under Target Incentives Under Employment Agreements in the
Compensation Discussion and Analysis above.
For a discussion of the consequences of termination or change in
control under Mr. McGeehans employment agreement, please see the disclosure related to Mr. McGeehan under Potential Payments Upon Termination or Change in Control below.
Jonathan E. Oltman
Mr. Oltman is an
at-will
employee and does not have an executive employment agreement or arrangement.
For information on Mr. Oltmans bonus opportunities, see the discussion related to Mr. Oltman under
Target Incentives Under Employment Agreements in the Compensation Discussion and Analysis above.
For a discussion of the consequences of termination or change in control, please see the disclosure related to
Mr. Oltman under Potential Payments Upon Termination or Change in Control below.
William
J. Devlin, Jr.
Mr. Devlin has an executive employment agreement with Global Indemnity Group, Inc.
The initial term of the agreement was from October 24, 2005 through December 31, 2008, and has since been renewed annually. The agreement contains additional
one-year
renewal terms unless either
party gives 120 days prior written notice of
non-renewal
to the other. On August 8, 2017, Mr. Devlins executive employment agreement was amended to allow for the vesting of any unvested A
ordinary shares held by Mr. Devlin upon a change in control of Global Indemnity, as defined in the amendment.
The employment agreement provides that Mr. Devlin is entitled to an annual direct salary of not less than $275,000. For information on Mr. Devlins bonus opportunities, see the discussion
related to Mr. Devlin under Target Incentives Under Employment Agreements in the Compensation Discussion and Analysis above.
For a discussion of the consequences of termination or change in control under Mr. Devlins employment agreement, please see the disclosure related to Mr. Devlin under Potential
Payments Upon Termination or Change in Control below.
Stephen Green
Effective January 1, 2015, Mr. Green entered into an executive employment arrangement with Global Indemnity plc
(the 2015 Employment Arrangement) which replaced his January 11, 2012 employment arrangement with Global Indemnity Re. As a result of the Redomestication, the Company replaced Global Indemnity plc as a party to the 2015 Employment
Arrangement. The initial term of the 2015 Employment
35
beneficially own shares representing approximately 80% and 2% respectively of the voting power of Global Indemnity as of April 2, 2019 and the Fox Paine Funds have the right to appoint seven
of our eight current directors. All of the directors and nominees listed herein have been nominated in accordance with such provisions.
Management Agreement
On October 31, 2013, Global
Indemnity (Cayman), Ltd. (Global Indemnity Cayman), a wholly owned subsidiary of the Company, entered into an Amendment and Restatement of the Management Agreement with Fox Paine & Company, LLC (the Amended and Restated
Agreement). The Amended and Restated Agreement reflects the fourth amendment to the original management agreement, which was entered into on September 5, 2003 when the Fox Paine Funds made their initial investment in the predecessor
companies of the Company. The Companys subsidiaries, United America Indemnity, Ltd. (United America), Global Indemnity Reinsurance Company, Ltd., and Global Indemnity Group, Inc., guaranteed Global Indemnity Caymans payment
obligations under the Amended and Restated Agreement. In connection with, and effective upon, the Redomestication, Global Indemnity plc and the Company entered into a confirmation letter with Fox Paine & Company, LLC waiving any fees owed
to Fox Paine & Company, LLC pursuant to the Amended and Restated Agreement in connection with the Redomestication and assigned the Amended and Restated Agreement to the Company. Additionally, Global Re and Global Indemnity Group, Inc., in
connection with, and effective upon, the Redomestication reaffirmed their guarantee of the payment obligations under the Amended and Restated Agreement. United America was merged into the Company and no longer exists.
Prior to entering into the Amended and Restated Agreement, Global Indemnity Cayman paid Fox Paine & Company, LLC
a $1.5 million annual management fee (Annual Service Fee) in exchange for Fox Paine & Company, LLCs ongoing provision of management services to Global Indemnity Cayman and its affiliates. With the Amended and Restated
Agreement, the $1.5 million Annual Service Fee is adjusted to reflect the aggregate increase in the
CPI-U
from August 31, 2003 to August 31, 2013, to $1.9 million. The Annual Service Fee
will be adjusted on an ongoing basis annually to reflect the year over year change in the
CPI-U.
Beginning on September 5, 2014, payment of the Annual Service Fee is deferred until a change of control or
September, 2018, whichever occurs first, in exchange for an annual adjustment equal to the percentage rate of return the Company earns on its investment portfolio multiplied by the aggregate Annual Service Fees and adjustment amounts accumulated and
unpaid through such date. On September 5, 2018, the Company paid Fox Paine & Company, LLC $8,234,905 for the deferred Annual Service Fee. On November 1, 2018, the Company paid Fox Paine & Company, LLC $2,048,857 for the
Annual Service Fee for the period beginning September 2008.
In addition, upon the consummation of a
change of control transaction in connection with the termination of management services, Global Indemnity Cayman will pay Fox Paine & Company, LLC a cash fee in an amount to be agreed upon, plus reimbursement of expenses. Fox
Paine & Company, LLC will also receive a cash transaction fee in amount to be agreed upon, plus reimbursement of expenses, upon the consummation of a change of control transaction.
Global Indemnity Cayman has agreed to indemnify Fox Paine & Company, LLC and other indemnified parties against
various liabilities that may arise as a result of the management services and advisory services they have provided or will provide.
Indemnification Agreement
Pursuant to the 2010
redomestication to Ireland, United America Indemnity entered into an indemnification agreement with one of the Fox Paine Funds with respect to certain potential U.S. and Irish tax liabilities. In connection with, and effective upon, the
Redomestication the indemnification agreement was assigned to and assumed by the Company.
50
In general, no gain should be recognized for U.S. federal income tax
purposes by the indirect owners of the Fox Paine Funds solely as a result of the 2010 redomestication transaction. Nevertheless, we may engage in certain internal restructuring transactions involving transfers of assets to subsidiaries of the
Company, which, under U.S. tax law, could require certain indirect owners of the Fox Paine Funds to enter into an agreement with the U.S. Internal Revenue Service in order not to recognize gain. Under the agreement with the U.S. Internal Revenue
Service, the affected indirect owners of the Fox Paine Funds would agree to pay tax on their gain not taxed at the time of the redomestication to Ireland, together with interest on such tax, if a triggering event occurs. A triggering
event would be deemed to occur if, among other things, we dispose of shares of any such transferee subsidiaries or dispose of substantially all the transferred assets, including potentially in other internal reorganizations, to the extent such
indirect owners have not previously disposed of our shares in a taxable transaction. In connection with our agreement with the Fox Paine Funds, we will have to indemnify the affected indirect owners of the Fox Paine Funds for any tax cost to them
(including interest on tax and penalties, if any) of any triggering event and such affected indirect owners will pay us an amount equal to any tax benefits, if any, realized by them as a result of a triggering event for which they were indemnified,
provided that the indirect owners will not be required to pay any amount of tax benefits in excess of the tax costs for which we have indemnified them. A sale or other disposition by these indirect owners of our ordinary shares will not constitute a
triggering event for this purpose. In addition, the indemnification agreement with the Fox Paine Funds will provide that, under certain circumstances, in the event the conversion of our Class B ordinary shares to Class A ordinary shares or
a sale or other disposition of our ordinary shares by any of the Fox Paine Funds is subject to Irish stamp duty, we (or a foreign subsidiary of the Company) will indemnify the Fox Paine Funds and their transferees against such Irish stamp duty. To
date, the Company has not been made aware by the Fox Paine Funds that it has incurred any Irish stamp duty.
Other Fees to
Fox Paine & Company, LLC
In addition to the Annual Service Fee under the Amended and Restated
Management Agreement, as previously disclosed, Fox Paine & Company, LLC may also propose and negotiate transaction fees with the Company subject to the provisions of the Companys related party transaction policies including approval
of the Companys Audit Committee of the Board of Directors, for those services from time to time. Each of the Companys transactions with Fox Paine & Company, LLC described below were reviewed and approved by the Companys
Audit Committee, which is composed of independent directors, and the Board of Directors (other than Mr. Fox who is not a member of the Audit Committee and recused himself from the Board of Directors deliberations).
Recapitalization and Reorganization Transactions Fee
On April 25, 2018, the Company and its indirect wholly owned subsidiaries (including Global Indemnity Group, Inc.
(GIGI) and Global Re) entered into a series of recapitalization and reorganization transactions (collectively, the Reorganization) designed to improve the Companys annual results and long-term financial performance.
Pursuant to the Reorganization, the Companys affiliated group implemented the following, among other things: (i) GIGI became a subordinated
co-obligor
with the Company under the Companys 7.75%
Subordinated Notes due in 2045 and its 7.875% Subordinated Notes due in 2047, (ii) GIGI agreed to provide capital to Global Re from time to time to satisfy Global Res obligations incurred in connection with its insurance and reinsurance
business and (iii) GIGI received a promissory note from the Company, which was subsequently assigned within the Companys affiliated group in connection with the settlement of certain intra-group indebtedness.
Fox Paine & Company, LLC acted as financial advisor to the Companys affiliated group in connection with
the design, structuring and implementation of the Reorganization. Fox Paine & Company, LLCs services for the Companys affiliated group in connection with the Reorganization were performed during the first and second quarter of
2018. The total fee for these services was $12.5 million, which was paid in June 2018. As with each of the Companys transactions with Fox Paine & Company, LLC, this transaction was reviewed and approved by
51
Shareholder Proposals
Under the rules and regulations promulgated by the SEC, certain shareholder proposals may be included in our proxy
statement. Any shareholder desiring to have such a proposal included in our proxy statement for the annual general meeting to be held in 2019 must deliver a proposal that complies with
Rule 14a-8
under
the Exchange Act to our Chief Executive Officer c/o Global Indemnity Limited, on or before December 31, 2019.
Where a shareholder does not seek inclusion of a proposal in the proxy material and submits a proposal outside of the process described in
Rule 14a-8
of the
Exchange Act, the proposal must be received by our Chief Executive Officer c/o Global Indemnity Limited, 27 Hospital Road, George Town Grand Cayman,
KY1-9008,
Cayman Islands, Attn: Walkers Global on or
before March 15, 2020 or it will be deemed untimely for purposes of
Rule 14a-4(c)
under the Exchange Act and, therefore, our form of proxy will confer discretionary authority to vote on
any such proposal with respect to all proxies submitted to the Company.
Per our articles of association,
general meetings shall also be convened on the requisition in writing of any shareholder or shareholders entitled to attend and vote at general meetings of the Company holding at least ten percent of the paid up voting share capital of the Company
deposited at the Companys registered office specifying the objects of the meeting and signed by the requisitionists, and the Directors shall convene any such meeting within 21 days of, and for a date not later than 90 days after, the date of
such deposit. This method of convening a general meeting is in addition to, and separate from, the rights of a shareholder to have a proposal included in the proxy statement in accordance with the rules of the SEC.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than ten
percent of a registered class of our equity securities (collectively, the reporting persons) to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of these reports. Based solely on our review of
the copies of the reports that we have received, and written representations received from certain reporting persons with respect to the filing of reports on Forms 3, 4 and 5, we believe that all filings required to be made by the reporting
persons for 2018 were made on a timely basis except for the following filings we filed late on behalf of the reporting persons: Ms. Valko was late on two Form 4 filings with respect to two transactions; Mr. Devlin was late on two Form 4
filings with respect to two transactions; Mr. McGeehan was late on two Form 4 filings with respect to two transactions; Matthew B. Scott, former Executive Vice President Commercial Lines, was late on two Form 4 filings with respect to
two transactions; and Mr.
Wehr was late on one Form 3 filing and one Form 4 filing with respect to one transaction
Other Matters
Our management knows of no matters to be presented at the Annual General Meeting or any adjournments or
postponements thereof other than those set forth above and customary procedural matters. If any other matters should properly come before the meeting, however, the enclosed proxy confers discretionary authority with respect to these matters and the
persons voting the shares subject to such proxies will vote on such matters in accordance with their discretion.
Householding
Some banks, brokers, and other nominee record holders may be participating in the practice of householding proxy statements and annual reports. This means that only one copy of the Proxy
Statement and Annual Report on Form
10-K
may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of these documents to you if you send a written request to our
Secretary c/o Global Indemnity Limited, 27 Hospital Road, George Town Grand Cayman
KY1-9008,
Cayman Islands, Attn: Walkers Global or request copies by calling +1
(345) 949-0100.
If you want to receive separate copies of our Proxy Statement, Annual Report and
10-K
in the future, or if you are receiving multiple copies and
would like to receive only one copy for your household, you should contact your bank, broker or other nominee.
53
* * *
Upon request, we will furnish to record and beneficial owners of our A and B ordinary shares, free of
charge, a copy of our Annual Report on
Form 10-K
(including financial statements and schedules but without exhibits) for the fiscal year ended December 31, 2018. Copies of the exhibits to the
Form 10-K
also will be furnished upon request and the payment of a reasonable fee. All requests should be directed to our Chief Executive Officer c/o Global Indemnity Limited, 27 Hospital Road, George Town
Grand Cayman
KY1-9008,
Cayman Islands, Attn: Walkers Global or
e-mailed
to info@globalindemnity.ky. These items are also available at our website:
www.globalindemnity.com.
54
|
|
|
|
|
|
|
Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
|
|
|
|
|
|
|
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
|
Proposals The Board of Directors recommends you
vote FOR Proposals 1 3.
|
|
|
1.
|
|
Election of Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
1a. Saul A. Fox
|
|
☐
|
|
☐
|
|
☐
|
|
1b. Joseph W. Brown
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
1c. Seth J. Gersch
|
|
☐
|
|
☐
|
|
☐
|
|
|
1d. John H. Howes
|
|
☐
|
|
☐
|
|
☐
|
|
1e. Jason B. Hurwitz
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
1f. Bruce R. Lederman
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
1g. Cynthia Y. Valko
|
|
☐
|
|
☐
|
|
☐
|
|
1h. James D. Wehr
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
Matters concerning Global Indemnity Reinsurance Company,
Ltd. and to authorize Global Indemnity Limited to vote, as proxy on such matters.
|
|
For Against Abstain
☐ ☐
☐
|
|
3.
|
|
To ratify the appointment of Global Indemnity
Limiteds independent auditors and to authorize our Board of Directors through its Audit Committee to determine its fees.
|
|
For
☐
|
|
Against
☐
|
|
Abstain
☐
|
|
|
|
|
Elections of directors and alternate directors of
Global Indemnity Reinsurance Company, Ltd.:
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
2a.3 Cynthia Y. Valko
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
2a.1 Stephen Green
|
|
☐
|
|
☐
|
|
☐
|
|
2a.2 Terrence Power
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
2a.4 Marie-Joelle Chapleau
(Alternate Director)
|
|
☐
|
|
☐
|
|
☐
|
|
2a.5 Grainne Richmond
(Alternate Director)
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
2b. To ratify the appointment of Ernst & Young, Ltd., Hamilton,
Bermuda as the independent auditor for Global Indemnity Reinsurance Company, Ltd. for 2019.
|
|
For Against Abstain
☐ ☐ ☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
|
|
Authorized Signatures This section must be
completed for your vote to be counted. Date and Sign Below.
|
|
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below.
|
|
|
|
Signature 1 Please keep signature within the box.
|
|
|
|
Signature 2 Please keep signature within the box.
|
/ /
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
|
|
|
031N8A
IF YOU PLAN TO ATTEND THE 2019 ANNUAL GENERAL MEETING, PLEASE BRING,
IN ADDITION TO THIS ADMISSION TICKET, A FORM OF PHOTO IDENTIFICATION.
ADMISSION TICKET
GLOBAL INDEMNITY LIMITED
2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS
June 12, 2019, 11:00 A.M., Cayman Time
Walkers Ltd.
190 Elgin
Avenue
George Town, Grand Cayman KY1-9001
Cayman Islands
THIS
ADMISSION TICKET ADMITS ONLY THE NAMED SHAREHOLDER.
FOR DIRECTIONS TO THE 2019 ANNUAL GENERAL MEETING, PLEASE CALL +1
(345)949-0100
NOTE: NO CAMERAS, RECORDING EQUIPMENT, ELECTRONIC DEVICES, LARGE BAGS,
BRIEFCASES OR PACKAGES WILL BE PERMITTED IN THE ANNUAL GENERAL MEETING.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The 2018 Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, Notice of Annual General Meeting and Proxy Statement are available on or about April 30, 2019, at https://www.envisionreports.com/GBLI.
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
2019 Annual General Meeting of Shareholders
June 12, 2019, 11:00 A.M. Cayman Time
This proxy is solicited by the Board of Directors
|
|
|
The shareholder(s) hereby appoint(s) Thomas M. McGeehan and Stephen W. Ries, or either of them, as proxies, each with the
power to appoint (his/her)substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of A and B ordinary shares of GLOBAL INDEMNITY LIMITED that the shareholder(s) is/are
entitled to vote at the 2019 Annual General Meeting of shareholder(s) to be held at 11:00 A.M., Cayman Time on 12 June 2019, at Walkers Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9001 Cayman Islands, and any adjournment or postponement
thereof. The undersigned hereby further authorizes such proxies to vote, to the extent permitted by the rules and regulations of the Securities and Exchange Commission, in their discretion upon such other matters as may properly come before such
Annual General Meeting and at any adjournment or postponement thereof, including adjournment and postponement of the Annual General Meeting and any other matters incident to the conduct of the Annual General Meeting. Any prior proxy is hereby
revoked by the undersigned.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy
will be voted in accordance with the Board of Directors recommendation on all matters set forth in the Proxy Statement and in the discretion of the proxies upon such other matters as may properly come before the 2019 Annual General Meeting of
Shareholders and any adjournment or postponement thereof.
Continued on reverse side.
|
|
|
|
|
|
|
|
|
Change of Address
Please print new address below.
|
|
Comments
Please print your comments below.
|
|
Meeting Attendance
|
|
|
|
|
|
|
|
|
Mark box to the right if you plan to attend the Annual Meeting.
|
|
☐
|
|
|
|
|
|
|
|
Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated areas.
|
|
|
|
|
|
|
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
|
Proposals The Board of Directors recommends you
vote FOR Proposals 1 3.
|
|
|
1.
|
|
Election of Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
1a. Saul A. Fox
|
|
☐
|
|
☐
|
|
☐
|
|
1b. Joseph W. Brown
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
1c. Seth J. Gersch
|
|
☐
|
|
☐
|
|
☐
|
|
|
1d. John H. Howes
|
|
☐
|
|
☐
|
|
☐
|
|
1e. Jason B. Hurwitz
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
1f. Bruce R. Lederman
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
1g. Cynthia Y. Valko
|
|
☐
|
|
☐
|
|
☐
|
|
1h. James D. Wehr
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
Matters concerning Global Indemnity Reinsurance
Company, Ltd. and to authorize Global Indemnity Limited to vote, as proxy on such matters.
|
|
For Against Abstain
☐ ☐
☐
|
|
3.
|
|
To ratify the appointment of Global Indemnity
Limiteds independent auditors and to authorize our Board of Directors through its Audit Committee to determine its fees.
|
|
For
☐
|
|
Against
☐
|
|
Abstain
☐
|
|
|
|
|
Elections of directors and alternate directors of
Global Indemnity Reinsurance Company, Ltd.:
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
2a.3 Cynthia Y. Valko
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
2a.1 Stephen Green
|
|
☐
|
|
☐
|
|
☐
|
|
2a.2 Terrence Power
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
2a.4 Marie-Joelle Chapleau
(Alternate Director)
|
|
☐
|
|
☐
|
|
☐
|
|
2a.5 Grainne Richmond
(Alternate Director)
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
2b. To ratify the appointment of Ernst & Young, Ltd., Hamilton,
Bermuda as the independent auditor for Global Indemnity Reinsurance Company, Ltd. for 2019.
|
|
For Against Abstain
☐ ☐ ☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
|
|
Authorized Signatures This section must be
completed for your vote to be counted. Date and Sign Below.
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below.
|
|
|
|
Signature 1 Please keep signature within the box.
|
|
|
|
Signature 2 Please keep signature within the box.
|
/ /
|
|
|
|
|
|
|
|
|
031N9A
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
|
|
|
|
|
|
|
2019 Annual General Meeting of Shareholders
June 12, 2019, 11:00 A.M. Cayman Time
This proxy is solicited by the Board of Directors
|
|
|
The shareholder(s) hereby appoint(s) Thomas M. McGeehan and Stephen W. Ries, or either of them, as proxies, each with the
power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of A and B ordinary shares of GLOBAL INDEMNITY LIMITED that the shareholder(s) is/are
entitled to vote at the 2019 Annual General Meeting of shareholder(s) to be held at 11:00 A.M., Cayman Time on 12 June 2019, at Walkers Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9001 Cayman Islands, and any adjournment or postponement
thereof. The undersigned hereby further authorizes such proxies to vote, to the extent permitted by the rules and regulations of the Securities and Exchange Commission, in their discretion upon such other matters as may properly come before such
Annual General Meeting and at any adjournment or postponement thereof, including adjournment and postponement of the Annual General Meeting and any other matters incident to the conduct of the Annual General Meeting. Any prior proxy is herby revoked
by the undersigned.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be
voted in accordance with the Board of Directors recommendation on all matters set forth in the Proxy Statement and in the discretion of the proxies upon such other matters as may properly come before the 2019 Annual General Meeting of
Shareholders and any adjournment or postponement thereof.
Continued on reverse side.