<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 (S) 240.14a-11(c) or (S) 240.14a-12
STIRLING COOKE BROWN HOLDINGS LIMITED
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Stirling Cooke Brown Holdings Limited is a "foreign private issuer" within the
meaning of Rule 3b-4 under the Securities Exchange Act of 1934, as amended. As
such, the Company is exempt from certain rules and reporting requirements under
the Exchange Act, including the proxy rules under Section 14.
<PAGE>
Dear Shareholders:
You are cordially invited to attend the Annual General Meeting of
Shareholders of Stirling Cooke Brown Holdings Limited (the "Company") to be
held on Thursday, May 27, 1999 (the "Meeting") commencing at 9:00 a.m. at St.
Paul's Centennial Hall, Court Street, Hamilton, Bermuda.
At the Meeting, you will be asked to consider and vote upon the following:
the election of directors and the appointment of Arthur Andersen LLP 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, 1998 as approved by the
Company's Board of Directors.
Your vote is important. Whether or not you plan to attend the Meeting 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 Meeting and vote in person even if you
have previously returned your card. We look forward to meeting with you.
Sincerely,
Nicholas Mark Cooke
Chairman and Chief Executive Officer
<PAGE>
STIRLING COOKE BROWN HOLDINGS LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 1999
TO THE SHAREHOLDERS OF STIRLING COOKE BROWN HOLDINGS LIMITED:
Notice is Hereby Given that the 1999 Annual General Meeting of Shareholders
(the "Meeting") of STIRLING COOKE BROWN HOLDINGS LIMITED (the "Company") will
be held on Thursday, May 27, 1999, commencing at 9:00 a.m. local Bermuda time
at St. Paul's Centennial Hall, Court Street, Hamilton, Bermuda, for the
following purposes:
The Meeting will commence 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 Arthur
Andersen LLP 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 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 23, 1999, are entitled to notice of, and to
vote at, the Meeting.
The Meeting will also receive the Company's audited financial statements for
the fiscal year ended December 31, 1998 and the report of the auditors
thereon, as approved by the Company's Board of Directors.
Whether you plan to attend the Meeting 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 30, 1999
STIRLING COOKE BROWN HOLDINGS LIMITED
VICTORIA HALL, 11 VICTORIA STREET, 3RD FLOOR, HAMILTON, BERMUDA
<PAGE>
STIRLING COOKE BROWN HOLDINGS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING 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 MEETING OF SHAREHOLDERS (THE "MEETING") TO BE HELD ON
THURSDAY, MAY 27, 1999, COMMENCING AT 9:00 A.M. AT ST. PAUL'S CENTENNIAL HALL,
COURT STREET, HAMILTON, BERMUDA.
The close of business on April 23, 1999 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
Meeting and vote thereat. The Company expects to mail this proxy material to
shareholders on or about April 30, 1999 together with a copy of the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1998.
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 Meeting with respect to approval or
disapproval of the audited Financial Statements of the Company for the fiscal
year ended December 31, 1998.
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 Meeting or any adjournment thereof with
the Chairman of the Meeting or in any other manner permitted by law. All
properly executed proxies, not theretofore revoked, will be voted on any poll
taken at the Meeting 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 Bank Milwaukee, N.A., 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 25, 1999, in order to be voted at the Meeting.
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 Meeting except
as may hereinafter be disclosed.
1
<PAGE>
BENEFICIAL OWNERSHIP
As of April 23, 1999 the Company had outstanding 9,419,972 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 23.2%
Nicholas Brown............................................ 823,473 8.7%
Penelope Atteline Cooke................................... 784,745 8.3%
Nicholas Mark Cooke....................................... 553,572 5.9%
</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 de Pourtales, 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 $20,000 during 1998 for
such services.
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 1998 Appleby, Spurling and Kempe were paid
customary fees of $41,000 for the provision of these services.
2
<PAGE>
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 1999 Meeting as a Class
2 Director will expire at the Annual General Meeting in 2002; the term of
office for each Director in Class 1 will expire at the Annual General Meeting
in 2001; 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 1999 Meeting, two Class 2 Directors are to be elected to hold office
until the 2002 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 2 DIRECTORS WHOSE TERMS EXPIRE IN 2002:
Nicholas Brown, age 40, 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 45, 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.
NOMINEE FOR CLASS 3 DIRECTOR WHOSE TERM EXPIRES IN 2000:
Jean de Pourtales, age 33, has been a Director of the Company since March 4,
1999. Mr. de Pourtales has been at Goldman Sachs International since 1988, and
since 1992 has been a member of Goldman Sachs' Merchant Banking Division in
London. Mr. de Pourtales is an Executive Director of Goldman Sachs
International.
3
<PAGE>
DIRECTORS WHOSE TERMS OF OFFICE DO NOT EXPIRE AT THIS MEETING:
Class 1 Directors whose terms expire in 2001:
George W. Jones, age 44, 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 38, 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.
Class 3 Director whose term expires in 2000:
Nicholas Mark Cooke, age 42, 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 1996. 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.
- --------
Mr. Michael Pruzan resigned as a director of the Company effective March 4,
1999 in connection with his change of employment to an entity unaffiliated
with Goldman, Sachs & Co. He did not resign because of any disagreement with
the Company on any matter.
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. No member of management is a member of the audit
committee. Messrs. Cabral, Jeffrey and de Pourtales 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 de Pourtales
comprise the Compensation Committee.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table summarizes the beneficial ownership as of April 23,
1999, 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 5.9%
Nicholas Brown............................................ 823,473 8.7%
George Jones.............................................. 429,176 4.6%
Reuben Jeffery III........................................ -- --
Warren Cabral............................................. -- --
Jean dePourtales.......................................... -- --
All current directors and executive officers of the
Company as a group (6 persons)........................... 1,806,221 19.2%
</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.
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, 1998, 1997 and 1996,
respectively, to the Company and its subsidiaries in all capacities:
<TABLE>
<CAPTION>
Annual Compensation All Other
---------------------- --------------
Name and Principal Position Year Salary Bonus Compensation(1)
- --------------------------- ---- -------- -------- --------------
<S> <C> <C> <C> <C>
Nicholas Mark Cooke...................... 1998 $375,000 -- $ 30,000
President and Chief Executive Officer 1997 $346,875 -- $ 27,750
of the Company 1996 $300,000 $300,000 $ 24,000
Nicholas Brown........................... 1998 $390,165 $ 95,000 $103,588
Managing Director of Insurance Brokers 1997 $370,781 $ 82,000 $ 47,500
and Reinsurance Brokers 1996 $314,160 $405,243 $ 68,067
George W. Jones.......................... 1998 $275,000 $ 50,000 $ 22,000
Chief Financial Officer of the Company 1997 $266,921 -- $ 21,353
1996 $152,109 -- $ 11,936
</TABLE>
- --------
(1) "All Other Compensation" relates to contributions to the Company's
Defined Contribution Money Accumulation Pension Plan.
Options
During 1998 no options were granted by the Company. The named executive
officers had no options excercised during 1998 and no unexercised options at
December 31, 1998.
5
<PAGE>
II. APPOINTMENT OF AUDITORS
The Board of Directors recommends that Arthur Andersen LLP be appointed as
auditors of the Company to hold office until the next Annual General Meeting
of shareholders. Representatives of Arthur Andersen LLP are expected to be
present at the Meeting and will be available to answer appropriate questions.
Such representatives of Arthur Andersen LLP 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
ARTHUR ANDERSEN LLP AS AUDITORS OF THE COMPANY AND AUTHORIZING THE DIRECTORS
TO FIX THEIR REMUNERATION, UNLESS OTHERWISE INDICATED.
On April 27, 1999, the Company engaged Arthur Andersen LLP as its
independent accountant, subject to the approval of the Company's shareholders,
for the fiscal year ending December 31, 1999. The Company's independent
accountant for the fiscal year ended December 31, 1998, was KPMG Peat Marwick
("KPMG").
During the Company's two most recent fiscal years and the interim period
subsequent to the fiscal year ended December 31, 1998, neither the Company nor
any person on the Company's behalf consulted Arthur Andersen LLP, regarding
either:
(i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements; and no written or oral
advice was provided to the Company that Arthur Andersen LLP concluded was
an important factor considered by the Company in reaching a decision as to
accounting, auditing, or financial reporting issues; or
(ii) any matter that was the subject of a disagreement or a reportable
event, as those items are defined under Regulation (S) 229.304 (17 C.F.R.
(S) 229.304).
On April 20, 1999, KPMG notified the Company that it would not seek re-
election as auditors to the Company for the year ending December 31, 1999.
KPMG's reports on the Company's financial statements for each of the past
two years did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Company's two most recent fiscal years, and the subsequent
interim period preceding KPMG's declination, there were no disagreements
between the Company and KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures
which, if not resolved to the satisfaction of KPMG, would have caused KPMG to
make a reference to the subject matter of the disagreement in connection with
KPMG's report.
During the Company's two most recent fiscal years and the subsequent interim
period preceding KPMG's declination:
(a) KPMG did not advise the Company that the internal controls necessary
for the Company to develop reliable financial statements do not exist;
(b) KPMG did not advise the Company that information has come to KPMG's
attention that has led it to no longer be able to rely on management's
representations, or that has made it unwilling to be associated with the
financial statements prepared by management;
(c) (1) KPMG did not advise the Company of the need to expand
significantly the scope of its audit, or that information had come to
KPMG's attention during such period that if further investigated may (i)
materially impact the fairness or reliability of either a previously issued
audit report or the underlying
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<PAGE>
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report (including information that
may prevent it from rendering an unqualified audit report on those
financial statements), or (ii) cause it to be unwilling to rely on
management's representations or be associated with the registrant's
financial statements; and (2) KPMG did not so expand the scope of its audit
or conduct such further investigation;
(d) (1) KPMG did not advise the Company that information has come to
KPMG's attention that it has concluded materially impacts the fairness or
reliability of either (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial statements issued or
to be issued covering the fiscal period subsequent to the date of the most
recent financial statements covered by an audit report (including
information that, unless resolved to the accountant's satisfaction, would
prevent it from rendering an unqualified audit report on those financial
statements), and (2) KPMG did not advise the Company that due to KPMG's
declination to seek re-election, or for any other reason, accounting issues
have not been resolved to KPMG's satisfaction prior to declination to seek
re-election.
ADDITIONAL INFORMATION
Shareholder Proposals for the Company's 2000 Annual General Meeting
Pursuant to the Company's Bye-Laws, resolutions intended to be presented by
shareholders for action at the 2000 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 2000 Annual General Meeting.
Pursuant to United States securities law and regulations, proposals intended
to be presented by shareholders for action at the 2000 Annual Meeting must be
received by the Secretary of the Company not later than December 21, 1999 in
order to be considered for inclusion in the Company's proxy statement relating
to such meeting.
Company's 1998 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, 1998 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
7
<PAGE>
cast. The election of directors will be by the simple majority of votes cast.
At the Meeting 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 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 Meeting. 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 Meeting 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 Bank
Milwaukee, N.A., 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 25, 1999, will be voted
at the Meeting. All properly executed proxies, not theretofore revoked, will
be voted on any poll taken at the Meeting 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 Meeting and other matters which may properly come before the Meeting.
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 Meeting. 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
Penelope A. Cooke
Secretary
Dated: April 30, 1999
8
<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 George Jones 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
23, 1999, at the Annual General Meeting of shareholders to be held on May 27,
1999 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 1999 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
(Class 2 Directors:) 1-Mr. Nicholas Brown 2-Mr. Reuben Jeffery III
(Class 3 Director:) 3-Mr. Jean de Pourtales
[_] 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.)
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2. PROPOSAL TO APPROVE the recommendation by the Board of Directors that Arthur
Andersen LLP be appointed as the Company's independent auditor for the fiscal
year ending December 31, 1999. [_] FOR [_] AGAINST [_] ABSTAIN
Check appropriate box Date
Indicate changes below: -------------------------
Address Change? [_] Name Change? [_]
NO. OF SHARES
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Signature(s) in Box
Please sign exactly as name appears
hereon. When signing as attorney,
executor, administrator, trustee
or guardian, please give full name
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.
