Directors & Officers Liability Proposal Form Please complete, sign and return together with the attachments to: Lockton Financial Services A division of St Botolph Building 138 Houndsditich London EC3A 7AG Tel: +44 (0)20 7933 0000 Fax: +44 (0)20 7933 0928 Email: allison.hollern@uk.lockton.com If you have any questions regarding this form, please contact us either on the telephone number above or If by you visiting have the any Contact questions Us section regarding at this form, please contact us either on the telephone number above or by visiting the Contact Us section at Head Office: The St Botolph Building, 138 Houndsditch, London, EC3A 7AG Page 1 of 9 T: +44 (0)20 7933 0000 F: +44 (0) 7933 0915 Professions A Division of Lockton Companies International Limited. LIM 664 April 07 Website: lockton.com/international
IMPORTANT NOTICE REGARDING COMPLETION OF THIS PROPOSAL FORM 1. Disclosure - Any material fact must be disclosed to Insurers - A material fact is any information which may alter the judgement of an Insurer in assessing a risk. - Any material change must be disclosed to Insurers. - A material change is any information which may alter the judgement of an Insurer or their perception of risk and exposure that has not previously been disclosed as a material fact (If you are unsure whether a fact or change is material or not, you should disclose it.) Failure to provide all material facts and/or notify all material changes may cause the contract of insurance to be void and may result in Insurers repudiating liability entirely. 2. Presentation - This Proposal Form must be completed in ink by an authorised individual, Partner, Principal, Member or Director of the Firm. - All questions must be answered. - If there is insufficient space to provide answers, additional information should be provided on the Firm s letter headed paper. - Where available brochures, standard contract conditions, conditions, agreements and letters of appointment should be provided. Failure to present Insurers with information in an appropriate manner may adversely influence the ability of Insurers to offer terms. 3. Guidance - If in doubt as to the meaning of any question contained within this proposal form or the issues raised in (1) or (2) above, please contact an Account Executive at Lockton. Page 2 of 9
Additional information should be provided on separate sheets (ideally on Company headed notepaper), clearly identifiable as forming part of the proposal form.cv 1. Name of the Company: Address of Registered Office: Post Code: Tel No: E-Mail: Fax No: Website: Please briefly describe the activities of your company:: 2. Is the Company Registered in England and Wales or Scotland? YES NO If YES, please state Company Registration number: If NO, please state country of registration : 3. Is the Company a subsidiary of another company? YES NO If YES, please answer the following questions: a) Name of ultimate holding company b) Country of registration 4. Has the Company continually carried on business for at least 12 months? YES NO If NO, please advise date since Company has continuously carried on business: (Please supply a copy of the Business Plan) 5. Has there been a management buy-in ('MBI') or buy-out ('MBO') within the last two years? YES NO If YES, please advise date of MBI or MBO: 6. Are there any proposals currently publicised relating to the acquisition of the Company or its merger with another company? YES NO If YES, please advise details: Page 3 of 9
7. During the last three years has: a) Any acquisition or merger taken place? YES NO b) Any Subsidiary Company been sold, merged with another company or ceased trading? YES NO c) The Company changed its External Auditors? YES NO If YES, to any of the above then please provide details: 8. a) Type of Company (e.g. Private, Public etc.) b) Are the Company s shares traded in any way? YES NO If YES, please answer the following questions: i) Is the Company listed on any exchange or other unlisted Securities Market? YES NO If YES, please state name and country of exchange or market : ii) Date when Company was first listed iii) Are the Company's shares traded in any other way? YES NO If YES, please provide details: 9. a) Name of each member of the Board of Directors of the Company: Name Executive/Non Executive Date of Appointment Page 4 of 9
b) Have any of the following terminated their relationship with the Company since the Company s last annual report and accounts were issued? Chairman/President YES NO Chief Executive/Operating Officer YES NO Finance Director/Finance Officer YES NO If YES, please provide brief details: 10. Is cover required under this policy for Directors or Officers of the Company or of its Subsidiary Companies whilst holding, at the request of the Company, a director or officer appointment in any other company? YES NO If YES, please provide in respect of each appointment: Name of Director/Officer Name of Company in which position held Country of Corporation Activity 11. a) How many Shareholders does the Company have? b) Do any Shareholders of the Company or any Subsidiary Company control or own 10% or more of the issued shares? YES NO If YES, please provide details: Shareholder Percentage owned Page 5 of 9
SECTION 2 Cover for USA or Canada If the Company has any Subsidiaries, any Assets or any Employees in the USA or Canada, please answer the following questions: 1. Please provide the total gross assets of the group in USA or Canada 2. Please advise the total number of employees in USA or Canada 3. What percentage of the Company s turnover is in USA or Canada? 4. Where the Company has subsidiaries in USA or Canada that are not wholly owned, please provide for each subsidiary: Name Percentage owned Balance held by 5. Does the Company or any of its subsidiaries have any stock, shares, debentures or any other debt or equity in USA or Canada YES NO If YES, please provide the following details: a) Was the offer subject to the United States of America Securities Act 1933 and/or the Securities Exchange Act of 1934 and/or any amendments thereof? YES NO b) Was a 20-F filing made to the ISA Regulatory Authorities? YES NO If YES, please supply a copy of the latest filing c) Does the Company or any of its subsidiaries have shares issued in the form of American Repository Receipts? YES NO If YES, please provide details on a separate sheet of headed paper: d) What percentage of total issued share capital of the Company is owned by US Citizens? % e) Is the Company required to maintain an Internal Audit Committee pursuant to US Statutes, Rules or Regulations? YES NO If YES, please advise whether: i) The Company has an internal Audit Committee in compliance with US Statutes, Rules or Regulations YES NO ii) The Committee meets more than four times a year? YES NO Page 6 of 9
SECTION 3 Claims Information 1. Have any claims been made in the last 10 years against any past or present Director or Officer of the Company or its Subsidiaries? YES NO If YES, please provide details. 2. Is any Director or Officer after enquiry, aware of any circumstances which might give rise to a claim against the Company or any Director or Officer? YES NO If YES, please provide details. 3. Has any investigation, examination, enquiry or similar proceeding, in relation to affairs of the Company or any Subsidiary, or any Director or Officer by virtue of their position as a Director or Officer been undertaken or intimated by any body? YES NO If YES, please provide details. SECTION 4 Insurance Coverage 1. Does the Company currently have Directors & Officers Insurance in force? YES NO If YES please provide the following details (unless currently insured via Lockton): a) Insurer b) Limit c) Renewal Date d) Number of years cover has been continuously in force 2. What is the amount of indemnity required? 3. Has any Proposal for similar insurance made on behalf of the Company, any predecessor of the business, or any Director or Officer ever been declined or has such insurance ever been cancelled, renewal refused or any special terms imposed (other than general market increases)? YES NO If YES, please give details. Page 7 of 9
DATA PROTECTION By signing this proposal form you consent to using the information we may hold about you for the purpose of providing insurance and handling claims, if any, and to process sensitive personal data about you where this is necessary (for example criminal convictions). This may mean we have to give some details to third parties involved in providing insurance cover. These may include insurance carriers, third-party claims adjusters, fraud detection and prevention services, reinsurance companies and insurance regulatory authorities. In the course of performing our obligation to you, this information may be disclosed to agents and service providers appointed by us and insurers (which includes their re-insurers, legal advisers, loss adjustors or agents). Where such sensitive personal information relates to anyone other than you, you must obtain the explicit consent of the person to whom the information relates both to the disclosure of such information to us and its use by us as set out above. The information provided will be treated in confidence and, where appropriate, in compliance with the relevant Data Protection legislation. You have the right to apply for a copy of your information (for which we may charge a small fee) and to have any inaccuracies corrected. From time to time, we may disclose personal information (other than sensitive personal data) to other Lockton Companies. We or they may use that information to advise you of our services which may be of interest to you. If you would prefer not to receive information, please tick this box DECLARATION I/We declare that the above statements and particulars are true, full enquiry having been made, and I/We have not omitted, suppressed or mis-stated any material facts which may be relevant to insurer's consideration of this proposal form and undertake to inform the Insurer of any change to any material fact that occurs prior to the point at which the insurance contract has been agreed. I/We understand that the information I/We provide will be used in deciding the price charged by the Insurer for the risk and whether the Insurer will accept the application and the terms of any policy provided. I/We hereby consent to the use and disclosure of information including personal data for the purposes of and as set out in the above paragraph entitled Data Protection PRINT NAME: SIGNATURE (authorised individual/director) ON BEHALF OF: DATE: Please note, if you wish to submit your form via email, an indication of terms and conditions may be provided on the basis of this proposal questionnaire. An original signature is required before a contract of insurance can be made. Encrypted signatures are not acceptable. Signing this form does not bind the Firm to complete the insurance. We recommend that you keep a record of all information supplied to us, including copies of letters and this proposal form, for the purpose of entering into this contract. ADDITIONAL INFORMATION TO BE SUBMITTED WITH THIS PROPOSAL FORM In addition to the completed Proposal Form Insurers require copies of the following documents: The audited accounts of the Company for the last 2 financial years. The latest interim statement, if applicable A copy of all circular letters sent to the Company s Shareholders during the past twelve months. The latest audited accounts of the ultimate Holding Company, if applicable. Page 8 of 9
Our Mission To be the worldwide value and service leader in insurance brokerage and risk management services Our Goal To provide the most uncommon results and service in the most common business Registered in England & Wales at The St Botolph Building, 138 Houndsditch, London EC3A 7AG, Company No. OC353198 Page 9 of 9