PSC Insurance Group (PSI) Scheme Meeting 2024 summary

Opening remarks and agenda

• Meeting opened with confirmation of quorum and welcome to shareholders, board members, and advisors.

• Chairman Paul Dwyer welcomed attendees and outlined the agenda, focusing on the Scheme of Arrangement and formal business.

• The meeting was convened by order of the Federal Court of Australia to consider a scheme of arrangement for acquisition.

• Housekeeping and meeting logistics, including hybrid attendance and voting procedures, were outlined.

Specific resolutions to be voted on

• Sole resolution: Approval of the scheme of arrangement for Rosedale Bidco (Ardonagh Group subsidiary) to acquire all issued share capital.

• Resolution to approve the Scheme of Arrangement under section 411 of the Corporations Act 2001, allowing the PSC Board to implement the scheme with any court-approved alterations.

• Resolution required both a majority in number and at least 75% of votes cast to pass.

Board and executive committee updates

• Board members and senior management were introduced; apologies noted for absent UK directors.

• Directors unanimously recommended voting in favor of the scheme, absent a superior proposal.

• Directors disclosed their interests and confirmed intent to vote in favor.