<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
STIRLING COOKE BROWN HOLDINGS LIMITED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
April 28, 1998
Dear Shareholders:
You are cordially invited to attend the Annual General Meetings of
Shareholders of Stirling Cooke Brown Holdings Limited (the "Company") to be
held on Thursday, May 28, 1998 (the "Meetings") commencing at 9:00 a.m. at The
Bermuda Cathedral Hall, 29 Church Street, Hamilton HM 12, Bermuda.
In accordance with a sanction granted by the Bermuda Registrar of Companies,
the Company will hold both its 1997 and 1998 Annual General Meetings
consecutively on the same date. At the 1997 Annual General Meeting to be held
at 9:00 a.m., the Company's audited financial statements for the fiscal year
ended December 31, 1996, which have been previously circulated to the
Company's shareholders, will be formally presented to the Company. There are
no other items on the agenda for the 1997 Annual General Meeting requiring a
vote of the Company's shareholders.
At the 1998 Annual General Meeting to be held immediately following
completion of the 1997 Annual General Meeting, you will be asked to consider
and vote upon the following: the election of directors and the appointment of
KMPG Peat Marwick as the Company's independent auditors to serve until the
next Annual General Meeting of the Company. YOUR BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR THESE PROPOSALS. The Meeting will also
receive the Company's audited financial statements for the fiscal year ended
December 31, 1997 as approved by the Company's Board of Directors.
Your vote is important. Whether or not you plan to attend the Meetings in
person, and regardless of the number of shares you own, we urge you to
complete, sign, date and return the enclosed proxy card promptly in the
prepaid envelope. You may attend the Meetings and vote in person even if you
have previously returned your card. We look forward to meeting with you.
Sincerely,
/s/ Nicholas Mark Cooke
Nicholas Mark Cooke
Chairman and Chief Executive Officer
<PAGE>
STIRLING COOKE BROWN HOLDINGS LIMITED
NOTICE OF ANNUAL GENERAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON MAY 28, 1998
TO THE SHAREHOLDERS OF STIRLING COOKE BROWN HOLDINGS LIMITED:
Notice is Hereby Given that the 1997 and 1998 Annual General Meetings of
Shareholders (the "Meetings") of STIRLING COOKE BROWN HOLDINGS LIMITED (the
"Company") will be held consecutively on Thursday, May 28, 1998, commencing at
9:00 a.m. local Bermuda time at the Bermuda Cathedral Hall, 29 Church Street,
Hamilton HM 12, Bermuda, for the following purposes:
The 1997 Annual General Meeting (the "1997 Meeting"):
To formally receive the Company's audited financial statements for the
fiscal year ended December 31, 1996 and the report of the auditors thereon, as
approved by the Company's Board of Directors.
The 1998 Annual General Meeting (the "1998 Meeting") will commence
immediately following completion of the 1997 Meeting for the following
purposes:
1. To elect two Class 1 Directors and one Class 3 Director;
2. To approve the recommendation of the Board of Directors that KPMG Peat
Marwick be appointed auditors of the Company to hold office until the
close of the next Annual General Meeting and that the Board be
authorized to determine the auditor's remuneration; and
3. To transact such other business as may properly come before the 1998
Meeting or any adjournments thereof.
Only Shareholders of record, as shown by the transfer books of the Company
at the close of business on April 22, 1998, are entitled to notice of, and to
vote at, the 1998 Meeting.
The 1998 Meeting will also receive the Company's audited financial
statements for the fiscal year ended December 31, 1997 and the report of the
auditors thereon, as approved by the Company's Board of Directors.
Whether you plan to attend the Meetings or not, please date, sign and return
the enclosed proxy in the return envelope furnished for that purpose as
promptly as possible. If you later desire to revoke your proxy for any reason,
you may do so in the manner described in the attached proxy statement. A proxy
need not be a shareholder of the Company.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Penelope A. Cooke
Penelope A. Cooke
Secretary
April 28, 1998
STIRLING COOKE BROWN HOLDINGS LIMITED
VICTORIA HALL, 11 VICTORIA STREET, 3RD FLOOR, HAMILTON, BERMUDA
<PAGE>
STIRLING COOKE BROWN HOLDINGS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETINGS OF SHAREHOLDERS
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY
STIRLING COOKE BROWN HOLDINGS LIMITED (THE "COMPANY") OF PROXIES TO BE VOTED
AT THE ANNUAL GENERAL MEETINGS OF SHAREHOLDERS (THE "MEETINGS") TO BE HELD
CONSECUTIVELY ON THURSDAY, MAY 28, 1998, COMMENCING AT 9:00 A.M. AT THE
BERMUDA CATHEDRAL HALL, 29 CHURCH STREET, HAMILTON HM 12, BERMUDA.
The close of business on April 22, 1998 has been fixed as the record date
for the determination of holders of the Company's Ordinary Shares, par value
$0.25 per share (the "Ordinary Shares"), entitled to receive notice of the
Meetings and vote thereat. The Company expects to mail this proxy material to
shareholders on or about April 28, 1998 together with a copy of the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1997.
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokers, custodians, nominees and other fiduciaries for their
reasonable charges and expenses incurred in forwarding proxy material to
beneficial owners of shares. In addition to solicitation by mail, certain
officers and employees of the Company may solicit proxies personally. These
officers and employees will receive no compensation for such solicitations
other than their regular salaries.
No action will be taken at the Meetings with respect to approval or
disapproval of the audited Financial Statements of the Company for the fiscal
years ended December 31, 1997 and 1996.
All share information in this Proxy Statement reflects the four-for-one
stock split of the Ordinary Shares which occurred in June 1997.
Any person giving a proxy may revoke it by depositing an instrument in
writing executed by him or by his attorney authorized in writing at the
registered office of the Company at any time up to the close of business on
the last business day preceding the Meetings or any adjournment thereof with
the Chairman of the Meetings or in any other manner permitted by law. All
properly executed proxies, not theretofore revoked, will be voted on any poll
taken at the Meetings in accordance with the instructions contained therein.
If no instructions are given with respect to any particular matter, the proxy
authorizes a vote in favor of such matter and it will be voted accordingly.
Proxies must be duly executed and deposited at the office of the Company's
transfer agent, Firstar Trust Company in Milwaukee, Wisconsin, or with the
Secretary of the Company at the Company's office in Bermuda, prior to 9:00
a.m. local Bermuda time on May 26, 1998, in order to be voted at the Meetings.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Company and no person
who is a proposed nominee for election as a director of the Company and no
associate or affiliate of any such director, officer or proposed nominee has
any material interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon at the Meetings except
as may hereinafter be disclosed.
<PAGE>
BENEFICIAL OWNERSHIP
As of April 22,1998 the Company had outstanding 9,863,372 Ordinary Shares.
The following table lists the beneficial ownership of each person or group
who, as of a recent date, owned, to the Company's knowledge, more than five
percent of the Company's Ordinary Shares:
<TABLE>
<CAPTION>
PERCENTAGE
OF
NUMBER OF OUTSTANDING
SHARES SHARES(1)
--------- -----------
<S> <C> <C>
The Goldman Sachs Group, L.P.(2).......................... 2,181,775 22.1%
Nicholas Brown............................................ 823,473 8.4%
Penelope Atteline Cooke................................... 784,745 8.0%
Nicholas Mark Cooke....................................... 553,572 5.6%
</TABLE>
- --------
(1) Each Ordinary Share has one vote, except that if, and so long as, the
Controlled Shares (as hereinafter defined) of any person, other than an
"existing shareholder" as defined in the Company's Bye-Laws, constitute
ten percent (10%) or more of the issued Ordinary Shares, the voting rights
with respect to the Controlled Shares owned by such person shall be
limited, in the aggregate, to a voting power of approximately 10%,
pursuant to a formula specified in the Company's Bye-Laws. "Controlled
Shares" include, among other things, all Ordinary Shares which such person
is deemed to beneficially own directly or indirectly (within the meaning
of Section 13(d) (3) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act")).
(2) Represents shares owned by certain investment funds (the "GS Funds"),
affiliated with The Goldman Sachs Group, L.P. (the "GS Group"), including
1,399,330 shares beneficially owned by GS Capital Partners II, L.P.;
92,419 shares beneficially owned by Bridge Street Fund 1995, L.P.; 82,124
shares beneficially owned by Stone Street Fund 1995, L.P.; 556,293 shares
beneficially owned by GS Capital Partners II Offshore, L.P.; and 51,609
shares beneficially owned by GS Capital Partners II Germany Civil Law
Partnership. Excludes Ordinary Shares (i) owned by the GS Group that were
acquired in the ordinary course of market-making transactions or (ii) held
in client accounts, for which the GS Group exercises voting or investment
authority, or both. The GS Group disclaims beneficial ownership of the
shares held by the GS Funds (i) to the extent attributable to equity
interests therein held by persons other than the GS Group and its
affiliates or (ii) in client accounts. Each of the GS Funds shares voting
and investment power with certain of its respective affiliates. The
address of the GS Group is 85 Broad Street, New York, New York 10004.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Jeffery and Pruzan, directors of the Company, are employed by
Goldman, Sachs & Co., or certain of their affiliates. Goldman, Sachs & Co.
acted as a co-managing underwriter for the Company's Initial Public Offering
(the "IPO") which was completed in December 1997, from which the underwriters
received aggregate underwriting discounts of $5.3 million from the Company and
selling shareholders.
Goldman, Sachs & Co., or certain of their affiliates, maintain certain
contractual relationships with the Company and have provided, and currently
provide, investment banking services to the Company. Goldman, Sachs & Co. also
provide investment management services to Realm National Insurance Company
Limited pursuant to a Corporate Account Agreement dated December 24, 1996, and
received customary fees and expenses of approximately $52,000 during 1997 for
such services.
On June 30, 1997, Messrs. Cooke, Brown and Jones exercised their options to
purchase 120,000, 319,800 and 40,200 Ordinary Shares, respectively, of the
Company at an exercise price of $2.71 per share. On the same date the Company
loaned amounts of $324,900, $865,858 and $108,841, respectively, which are
equal to the aggregate exercise price of the options, to Messrs. Cooke, Brown
and Jones, respectively. Such loans were evidenced by promissory notes,
bearing interest at 7% per annum until maturity in June 1998, or earlier, in
the event of early repayment. The loans were repaid in full in December 1997
following the successful completion of the IPO of the Company's Ordinary
Shares.
2
<PAGE>
Mr. Warren Cabral is a partner in Appleby, Spurling and Kempe, a Bermuda law
firm that has provided certain legal services to the Company, or its
predecessor, since 1992. During 1997 Appleby, Spurling and Kempe were paid
customary fees of $86,000 for the provision of these services.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is a "foreign private issuer" within the meaning of Rule 3b-4
promulgated under the Exchange Act and is therefore not subject to Section 16.
I. ELECTION OF DIRECTORS
The Company's Bye-Laws provide that the Board of Directors shall be divided
into three classes designated Class 1, Class 2 and Class 3, each class
consisting as nearly as possible of one-third of the total number of Directors
constituting the entire Board of Directors.
The term of office for each Director elected at the 1998 Meeting as a Class
1 Director will expire at the Annual General Meeting in 2001; the term of
office for each Director in Class 2 will expire at the Annual General Meeting
in 1999; and the term of office for each Director in Class 3 will expire at
the Annual General Meeting in 2000. At each Annual General Meeting the
successors of the class of Directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the Annual General Meeting to
be held in the third year following the year of their election.
At the 1998 Meeting, two Class 1 Directors are to be elected to hold office
until the 2001 Annual General Meeting and one Class 3 Director is to be
elected to hold office until the 2000 Annual General Meeting. All of the
nominees are currently serving as Directors and the remaining Directors of the
Company will continue to serve in accordance with their previously elected
term.
Unless authority is withheld by the shareholders, it is the intention of the
persons named in the enclosed proxy to vote for the nominees listed below. All
of the nominees have consented to serve if elected but, if any becomes
unavailable to serve, the persons named as proxies may exercise their
discretion to vote for a substitute nominee. The name, principal occupation
and other information concerning each Director is set forth below.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE NOMINEES.
NOMINEES FOR CLASS 1 DIRECTORS WHOSE TERMS EXPIRE IN 2001:
George W. Jones, age 43, has been Chief Financial Officer and a Director of
the Company since it began operations in January 1996, and Chief Financial
Officer and a Director of Stirling Cooke Brown (U.K.) Holdings Limited since
1992 and its subsidiaries since 1988.
Warren W. Cabral, age 37, has been Vice President and a Director of the
Company since it was founded in December 1995. Mr. Cabral is a partner in
Appleby, Spurling & Kempe, a Bermuda law firm that has provided legal services
to the Company or its predecessor since 1992.
NOMINEE FOR CLASS 3 DIRECTOR WHOSE TERM EXPIRES IN 2000:
Michael Pruzan, age 33, has been a Director of the Company since April 16,
1998. Mr. Pruzan has worked with financial institutions in various capacities
since joining Goldman, Sachs & Co. in 1987. Mr. Pruzan has been a Vice
President of Goldman, Sachs & Co. since 1994.
3
<PAGE>
DIRECTORS WHOSE TERMS OF OFFICE DO NOT EXPIRE AT THIS MEETING:
CLASS 2 DIRECTORS WHOSE TERMS EXPIRE IN 1999:
Nicholas Brown, age 39, has been a Director of the Company since it began
operations in January 1996. Mr. Brown has been a Director and the Managing
Director of Stirling Cooke Brown Insurance Brokers Limited ("Insurance
Brokers") and of Stirling Cooke Brown Reinsurance Brokers Limited, U.K.
("Reinsurance Brokers"), subsidiaries of the Company since 1992. Prior to
1992, Mr. Brown was a director of a Lloyds broker and has had continuous
employment in the insurance and reinsurance industry in the London market
since 1977.
Reuben Jeffery III, age 44, has been a Director of the Company since it
began operations in January 1996. Mr. Jeffery has been a member of Goldman,
Sachs & Co.'s Financial Institutions Group since its inception and was named a
Managing Director of such group in 1992. Since 1997, Mr. Jeffery has been a
Managing Director of Goldman Sachs Paris Inc. et Cie.
CLASS 3 DIRECTOR WHOSE TERM EXPIRES IN 2000:
Nicholas Mark Cooke, age 41, has been Chief Executive Officer of the Company
or its predecessors since 1990 and Chairman, President and Director of the
Company since it began operations in January l996. Prior to 1990, Mr. Cooke
was a director of two Lloyds brokers and has had continuous employment in the
insurance and reinsurance industry in the London market since 1976.
The Directors serve without compensation.
The Board of Directors has established an Audit Committee and a Compensation
Committee, as follows:
The Audit Committee of the Board of Directors meets with the Company's
independent accountants to discuss the scope and results of their audit and to
review the adequacy of the Company's accounting and control system. The Audit
Committee reviews the audit fee and considers issues raised by its members,
the independent accountants and management. Each year the Audit Committee
recommends to the Board an independent accounting firm to audit the financial
statements of the Company. Messrs. Jones, Cabral and Pruzan comprise the Audit
Committee.
The Compensation Committee reviews the performance of corporate officers,
establishes overall employee compensation policies and recommends to the Board
of Directors major compensation programs. No member of the Compensation
Committee is a member of management or eligible for compensation from the
Company other than as a Director. Messrs. Jeffery, Cabral and Pruzan comprise
the Compensation Committee.
SECURITY OWNERSHIP OF MANAGEMENT
The following table summarizes the beneficial ownership as of April 22,
1998, of the Ordinary Shares of the Company by each director and executive
officer of the Company, and all such directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER PERCENTAGE
OF SHARES OF CLASS
--------- ----------
<S> <C> <C>
Nicholas Mark Cooke(1).................................... 553,572 5.6%
Nicholas Brown............................................ 823,473 8.4%
George Jones.............................................. 429,176 4.4%
Reuben Jeffery III........................................ -- --
Warren Cabral............................................. -- --
Michael Pruzan............................................ -- --
All current directors and executive officers of the
Company as a group (6 persons)........................... 1,806,221 18.4%
</TABLE>
- --------
(1) Excludes 784,745 shares owned by Mrs. Penelope A. Cooke, the spouse of Mr.
Cooke, as to which Mr. Cooke disclaims beneficial ownership.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
paid to or earned by the Company's Chief Executive Officer and the Company's
other executive officers (collectively, the "named executive officers") for
services rendered in the fiscal years ended December 31, 1997 and 1996,
respectively, to the Company and its subsidiaries in all capacities:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------
NAME AND PRINCIPAL OTHER ANNUAL
POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- -------- -------- ---------------
<S> <C> <C> <C> <C>
Nicholas Mark Cooke..................... 1997 $346,875 -- $27,750
President and Chief Executive Officer 1996 $300,000 $300,000 $24,000
of the Company
Nicholas Brown.......................... 1997 $370,781 $ 82,000 $47,500
Managing Director of Insurance Brokers 1996 $314,160 $405,243 $68,067
and Reinsurance Brokers
George W. Jones......................... 1997 $266,921 -- $21,353
Chief Financial Officer 1996 $152,109 -- $11,936
</TABLE>
- --------
(1) "Other Annual Compensation" relates to contributions to the Company's
Money Accumulation Pension Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information on options exercised during 1997
by the named executive officers. There were no unexercised options at December
31, 1997.
<TABLE>
<CAPTION>
SHARES ACQUIRED VALUE
ON EXERCISE REALIZED
--------------- ----------
<S> <C> <C>
Nicholas Mark Cooke.................................. 120,000 $2,314,800
Nicholas Brown....................................... 319,800 6,168,942
George Jones......................................... 40,200 775,458
</TABLE>
Represents the difference between the exercise price on the date of
exercise, June 30, 1997, and the IPO price on November 25, 1997, the date of
the IPO. The Company has not determined the fair market value of the shares at
the date of exercise of the options. The fair market value at that date would
have been substantially less than at the date of the IPO.
OPTION GRANTS IN 1997
On November 25, 1997, the Company granted 300,000 options to certain
employees. The options have an exercise price of $22.00 per share which
reflected the estimated fair market value of the shares on the grant date. The
options vest ratably over a three year period with 33 1/3% vesting at the end
of each year. The options may be exercised at any time prior to November 25,
2007.
None of the options granted were granted to the directors or executive
officers of the Company.
5
<PAGE>
II. APPOINTMENT OF AUDITORS
The Board of Directors recommends that KPMG Peat Marwick be appointed as
auditors of the Company to hold office until the next Annual General Meeting
of shareholders. Representatives of KPMG Peat Marwick are expected to be
present at the Meetings and will be available to answer appropriate questions.
Such representatives of KPMG Peat Marwick will also be given an opportunity to
make a statement to the shareholders if they so wish.
IT IS INTENDED THAT THE ORDINARY SHARES REPRESENTED BY PROXIES SOLICITED BY
OR ON BEHALF OF THE COMPANY WILL BE VOTED IN FAVOR OF THE APPOINTMENT OF KPMG
PEAT MARWICK AS AUDITORS OF THE COMPANY AND AUTHORIZING THE DIRECTORS TO FIX
THEIR REMUNERATION, UNLESS OTHERWISE INDICATED.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS FOR THE COMPANY'S 1999 ANNUAL GENERAL MEETING
Pursuant to the Company's Bye-Laws, resolutions intended to be presented by
shareholders for action at the 1999 Annual General Meeting must comply with
the provisions of the Bermuda Companies Act, 1991 (the "Companies Act") and
the Bye-Laws and be deposited at the Company's head office not later than six
weeks prior to the 1999 Annual General Meeting.
Pursuant to United States securities law and regulations, proposals intended
to be presented by shareholders for action at the 1999 Annual Meeting must be
received by the Secretary of the Company not later than December 28, 1998 in
order to be considered for inclusion in the Company's proxy statement relating
to such meeting.
COMPANY'S 1997 ANNUAL REPORT
The Company has elected to file with the United States Securities and
Exchange Commission an annual report for the year ended December 31, 1997 on
Form 10-K (the "Form 10-K") containing certain information with respect to the
Company and its business and properties, including financial statements and
related schedules. The Form 10-K also contains a list of exhibits filed as
part of the report.
UPON THE WRITTEN REQUEST OF ANY BENEFICIAL OWNER OF THE COMPANY'S ORDINARY
SHARES, THE COMPANY WILL MAIL TO SUCH OWNER, WITHOUT CHARGE, A COPY OF THE
FORM 10-K. In addition, upon payment to the Company of $0.25 per page, the
Company will mail to such owner a copy of any or all of the exhibits listed in
the Form 10-K. Requests for copies of the Form 10-K and/or exhibits should be
addressed to: The Secretary, Stirling Cooke Brown Holdings Limited, Victoria
Hall, 11 Victoria Street, Hamilton HM 12, Bermuda.
VOTING
Each Ordinary Share has one vote, except that if, and so long as, the
Controlled Shares (as hereinafter defined) of any person, other than an
"existing shareholder" as defined in the Company's Bye-Laws, constitute ten
percent (10%) or more of the issued Ordinary Shares, the voting rights with
respect to the Controlled Shares owned by such person shall be limited, in the
aggregate, to a voting power of approximately 10%, pursuant to a formula
specified in the Company's Bye-Laws. "Controlled Shares" include, among other
things, all Ordinary Shares which such person is deemed to beneficially own
directly or indirectly (within the meaning of Section 13(d) (3) of the
Exchange Act).
Except where a greater majority is required by the Companies Acts or the
Company's Bye-Laws, any question proposed for consideration at any general
meeting will be decided upon by a simple majority of votes cast. The election
of directors will be by the simple majority of votes cast. At the Meetings a
resolution put to the vote of a Meeting will be decided on by a show of hands,
unless a poll has been demanded pursuant to the
6
<PAGE>
terms of the Company's Bye-Laws. If a poll has not been demanded, a
declaration by the Chairman that a resolution has passed will be final and
conclusive. If a poll has been demanded, then the result of such poll shall be
final.
Proxies recording abstentions are nevertheless counted in determining the
quorum of the Meetings. As a result, on those proposals which require an
affirmative vote of the majority of those shareholders present at a Meeting or
of the outstanding Ordinary Shares, an abstention has the effect of a vote
against the proposal. Similarly, where brokers report a non-vote, the shares
are counted in determining the quorum of the Meetings but they are not counted
as having voted on the proposal. A non-vote, therefore, has the effect of a
vote against the proposal.
The shares represented by the enclosed form of proxy, duly executed and
deposited at the office of the Company's transfer agent, Firstar Trust
Company, 1555 N. RiverCenter Drive, Suite 301, Milwaukee, Wisconsin 53212, or
with the Secretary of the Company at the Company's office in Bermuda, prior to
9:00 a.m. local Bermuda time on May 26, 1998, will be voted at the Meetings.
All properly executed proxies, not theretofore revoked, will be voted on any
poll taken at the Meetings in accordance with the instructions contained
therein. If no instructions are given with respect to any particular matter,
the proxy authorizes a vote in favor of such matter and it will be voted
accordingly.
The enclosed form of proxy confers discretionary authority with respect to
amendments and variations with respect to the matters identified in the Notice
of Meetings and other matters which may properly come before the Meetings.
Each shareholder has the right to appoint a person, who need not be a
shareholder, other than the persons specified in the enclosed form of proxy to
attend and act for him and on his behalf at the Meetings. Such right may be
exercised by striking out the names of management's nominees in the enclosed
form of proxy and inserting the name of the person to be appointed in the
blank space provided in the form of proxy, signing the form of proxy and
returning it in the reply envelope provided.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Penelope A. Cooke
Penelope A. Cooke
Secretary
Dated: April 28, 1998
7
<PAGE>
STIRLING COOKE BROWN HOLDINGS LIMITED
VICTORIA HALL, 11 VICTORIA STREET
HAMILTON HM 12 BERMUDA
This Proxy is Solicited on behalf of the Board of Directors:
The Undersigned hereby appoints Nicholas Mark Cooke and Nicholas Brown as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Ordinary
Shares of Stirling Cooke Brown Holdings Limited held of record by the
undersigned on April 22, 1998, at the Annual General Meeting of shareholders
to be held on May 28, 1998 or any adjournment thereof.
[X] Please mark votes as in this example.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
STIRLING COOKE BROWN HOLDINGS LIMITED 1998 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
(Class 1 Directors:) 1 - MR. GEORGE W. JONES 2 - MR. WARREN CABRAL
(Class 3 Director:) 3 - MR. MICHAEL PRUZAN
[_] FOR all nominees [_] WITHHOLD AUTHORITY
listed to the left (except to vote for all nominees
as specified below). listed to the left.
(Instructions: To withhold authority to
vote for any indicated nominee, write the
number(s) of the nominee(s) in the box provided ------------ [___]
to the right.)
2. PROPOSAL TO APPROVE the recommendation by the Board of Directors that KPMG
Peat Marwick be appointed as the Company's independent auditor for the fiscal
year ending December 31, 1998.
[_] FOR [_] AGAINST [_] ABSTAIN
Date:_____________ NO. OF SHARES
Check the appropriate box
Indicate changes below:
Address Change? [_] Name Change? [_]
[___________]
SIGNATURE(S) IN BOX
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
