| 1 |
The election of nine directors to the Board of Directors |
|
| 1.1 |
Kimberly Anne Adamson |
✓ For(150.172)
|
| 1.2 |
Linda Beidler-D’Aguilar |
✓ For(150.172)
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| 1.3 |
Carson K. Ebanks |
✓ For(150.172)
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| 1.4 |
Clarence B. Flowers, Jr. |
✓ For(150.172)
|
| 1.5 |
Maria Elena Giner |
✓ For(150.172)
|
| 1.6 |
Gerónimo Gutiérrez Fernández |
✓ For(150.172)
|
| 1.7 |
Frederick W. McTaggart |
Withhold(150.172)
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| 1.8 |
Leonard J. Sokolow |
✓ For(150.172)
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| 1.9 |
Raymond Whittaker |
✓ For(150.172)
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| 2 |
The approval of the Company’s 2027 Employee Stock Incentive Plan |
✓ For(150.172)
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| 3 |
The approval of an Ordinary Resolution, attached as Exhibit A, authorizing an increase of the share capital of the Company from (i) CI$12.5 million divided into 24,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each to (ii) CI$25 million divided into 49,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 |
✗ Against(150.172)
|
| 4 |
The approval of a Special Resolution, attached as Exhibit B, adopting an amendment to the Company’s Amended and Restated Memorandum of Association relating to the increase of the share capital of the Company approved by Ordinary Resolution in Proposal 3 |
✗ Against(150.172)
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| 5 |
The approval of a Special Resolution, attached as Exhibit C, adopting amendments to the Company’s Amended and Restated Articles of Association related to: (a) changing the requirements for the Company to purchase its own shares; (b) permitting the Company to cancel or hold as treasury shares any of its own shares that the Company has purchased, and to thereafter cancel or transfer any such treasury shares, and (c) the addition of the definitions of “Fair Market Value,” “Principal Trading Market,” “Trading Market” and “Treasury Share” in connection with the other modification to the Company’s Amended and Restated Articles of Association |
✓ For(150.172)
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| 6 |
The approval of a Special Resolution, attached as Exhibit D, adopting the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association of the Company incorporating any and all amendments approved by Special Resolution in Proposals 4 – 5 |
✗ Against(150.172)
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| 7 |
An advisory vote on executive compensation |
✓ For(150.172)
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| 8 |
The ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, at the remuneration to be determined by the Audit Committee of the Board of Directors |
✓ For(150.172)
|
| 9 |
Such other business as may properly come before the meeting. |
Informational(150.172)
|