Sagicor Financial Company Ltd. (TSX:SFC)
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Apr 28, 2026, 12:34 PM EST
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AGM 2025

May 13, 2025

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Good afternoon, ladies and gentlemen. I am Mahmood Khimji, Chairman of the Board of Sagicor Financial Company Limited. It gives me great pleasure to welcome you to the company's 2025 annual meeting of shareholders. As you know, we are using a hybrid format, and the meeting is therefore being conducted in person and via live webcast. I now invite the Corporate Secretary, Althea Hazzard, to present the agenda, procedures, and guidelines for today's meeting, having regard to the nature of the meeting.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

Good afternoon, everyone. I'm going to say I'm awful. Please place your phones on silent if you've not already done so. Our agenda for this annual meeting of shareholders will begin with the Chairman calling the meeting to order and addressing various preliminary matters. This will be followed by a review of the financial results by our President and CEO, Andre Mousseau. The items of business to be voted on will then be moved, each to be followed by formal discussion, if any, on that applicable item. Voting will then close, and there will be a general shareholder question-and-answer session. Following the question-and-answer session, the Chair will report the voting results. If you are a registered shareholder or proxy holder of record and you're attending the meeting virtually, you are now able to submit comments or questions for the formal matters of the meeting or for the general question-and-answer session.

You can do so via the messaging platform on your screen, and the electronic ballot for voting is also now available for you on your screen. You are encouraged to submit any comments or questions in advance of the question-and-answer session. If you are a registered shareholder and you're attending virtually and you've not provided voting instructions and wish to vote your shares, you may do so at any time during the formal business of the meeting using the electronic ballot on your screen. Proxy holders can also do the same thing. The polls will remain open until just before the conclusion of the formal business of the meeting.

If you've voted your shares prior to the start of the meeting, your vote has been received by the company's scrutineers, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. Now, if you are physically present here at the Hilton Barbados Resort as a registered shareholder or a properly attending proxy holder, you should have received the ballot on entering the meeting. The Chair will invite you to vote on the individual items at the appropriate time, but you may use this ballot at any time while the polls remain open. The polls will close just before the conclusion of the formal business of the meeting. Please remain seated, and your ballot should be collected from you.

If you have voted your shares prior to the start of the meeting, your vote has been received by the company's scrutineers, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. For the benefit of all shareholders, shortly following the meeting, we will post the final voting results on the investor page of the company's website. The results will also be filed on the Sagicor Financial Company Limited's profile on SEDAR+ at www.sedarplus.ca. In relation to shareholder questions, during the formal business portion of the meeting, we will respond to appropriate questions relating to the items of business being considered at today's meeting that are received via the online messaging platform on the applicable items of business.

If you are physically present here with us, you'll be invited to ask questions on the respective items of business at the appropriate times. Questions that are not related to the items of business will be addressed in the general question-and-answer session following the formal portion of the meeting. As a matter of courtesy, we ask that you please limit yourself to two brief questions or remarks so that everyone who wishes to participate in the meeting will have a chance to do so. If there's not sufficient time to address any appropriate questions at the meeting, we will post them and the company's responses on our website shortly following the meeting. You should know that where comments or questions are submitted online, the legal name of the submitting shareholder or properly attending proxy holder may be read aloud before being addressed.

Before asking a question on the floor of this meeting, please state your name and the name of the shareholder you represent if you are a proxy or corporate representative. Comments that may not be considered appropriate and therefore may not be addressed include comments or questions which are irrelevant to the business of the company or to the business of the annual meeting, related to non-public information of the company, related to personal grievances, derogatory references to individuals that are otherwise in bad taste, repetitive or out of order, or not otherwise suitable for the conduct of the annual meeting as determined by the Chair or Corporate Secretary in their sole discretion and according to their reasonable judgment. If we encounter any technical difficulties with the webcast during the course of the meeting, please remain logged on, and we will have the matter addressed as soon as practicable.

Finally, I would like to remind everyone that there may be forward-looking statements made and non-IFRS measures discussed during today's meeting. These forward-looking statements are, unless otherwise noted, given as of today's date and involve risks and uncertainties discussed in our filings with our securities regulators. A number of factors and assumptions were applied in the formulation of such statements, and actual results could differ. In our management's discussion and analysis for the year ended December 31, 2024, sorry, non-IFRS measures are discussed in our management's discussion and analysis for the year ended December 31, 2024. For additional information with respect to forward-looking statements, factors, and assumptions, and non-IFRS measures, we direct you to Sagicor's public filings. I now turn the proceedings over to the Chair of the meeting, Mahmood Khimji.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Thank you all for outlining today's agenda, procedures, and guidelines. The meeting will now come to order. I would like to introduce the members of the Board of Directors of the company and executives who are with us today. From the far left, Mr. Peter Clark, Director, Ms. Cathleen McLaughlin, Director, Mr. Stephen Facey, Director, the Most Honorable Dodridge Miller, Director, Mr. Dennis Harris, Director, Ms. Kathryn Jenkins, Group Chief Financial Officer, Mr. Andre Mousseau, Director, President, and Chief Executive Officer. On my immediate right, Ms. Althea Hazzard, Corporate Secretary, Dr. Archibald Campbell, Director, Sir Hilary Beckles, Director, Mr. Monish Dutt, Director, Ms. Aviva Schneider, Director, Mr. Alan Ryder, Director. My fellow director who is also joining us virtually today is Mr. Keith Duncan . We will now turn to the formal business of the meeting, after which there will be time for general shareholder questions.

Althea Hazzard, the Corporate Secretary of the company, will serve as Secretary and record the proceedings of the meeting. Christopher de Lima and Frank Kailik from the TSX Trust Company will act as scrutineers. Voting at today's meeting will be by ballot as this best facilitates a hybrid meeting format. We will now proceed with the meeting. This year, Sagicor used Notice and Access to deliver its annual financial statements and meeting materials, and as a result, the Notice of Meeting and the Management Information Circular are accessible on Sagicor's website and under Sagicor's profile on SEDAR+. They're also available in the Documents tab on the left-hand side of your screen if you're attending virtually. The form of proxy or voting instruction form was mailed to all shareholders of record as of the close of business on March 24th, 2025.

We have received an affidavit from the TSX Trust Company as to the proper sending of the Notice of this meeting and the form of proxy to shareholders. I have received the preliminary scrutineer report on attendance, and it indicates that we have a sufficient number of shareholders present or represented by proxy at today's meeting that hold a sufficient number of shares to constitute a quorum. As a quorum is present and proper notice of the meeting has been given, this meeting is now duly and properly constituted for the transaction of business, which may properly come before the meeting. I direct that the scrutineer's report be incorporated into the minutes of this meeting. I will now turn to Andre Mousseau, President and Chief Executive Officer, who will provide a review of the financial results.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Thank you, Chairman. Excuse me. Thank you, Chairman. Good afternoon to fellow shareholders, to my fellow directors, fellow current and past Sagicor team members, and to the auditors, which I think comprises the audience today. Thank you very much, especially to those of you who have taken the time out of your days to join us here in person for this annual event. As the Chairman mentioned, I will take the time to do a brief review of the financial results of 2024. You will have an opportunity to ask questions of our lengthy financial statements and management's discussion and analysis. For that, we have our Chief Financial Officer.

I also am going to take the opportunity just to take a few minutes to talk about one of the directions of our strategic initiatives that we have not emphasized in prior meetings, that being putting our shareholders first. I will start with the highlights of what was another very strong year for 2024. We delivered nearly $100 million, and all of these unless otherwise noted are in U.S. dollars. $97.5 million of net income to shareholders, which was an extraordinary result, dwarfed only by the results of 2023, which themselves had had some extraordinary items that we had brought into our income statement. Importantly, the core earnings to our shareholders were $91 million.

This is a metric that you would have seen over the past years permeate our financial statement, a concept that takes out or removes one-time items and elements of market volatility to get to the core under the insurance company. We will be able to observe that grow over time. To have core net earnings, core net income of over $90 million is a significant accomplishment relative to where the company was a few years ago. We continue to build for the future. You see in the top middle there a metric called new business CSM. This is contractual service margin, which is a measure of the future profitability of the new business that we put on our books through the efforts of our sales team.

The important part of this metric is that the new business contractual service margin significantly exceeded our actual net income in the year. That tells you that not only are we running a tight ship for today's profitability, but that we are driving growth for years to come. We have seen increases in our book value per share. We have seen increases in the shareholders' equity, plus that contractual new business on the books, which are over CAD 21 a share, just indicating the significant value that is embedded in the company in which we are all shareholders. We remain very, very well capitalized. We have a couple of metrics here.

The LICAT, which is a measure of financial health, significantly in excess of 100%, and a financial leverage ratio, which is a measure of how much debt we have relative to equity and deployable capital, which is significantly lower than it had been in previous years, again, indicating the strength of the company. We will have the opportunity to talk more about the financials and take specific questions, but the message is things in 2024 were very solid and very sound. Last year in this presentation, we had enumerated much of the progress that we had made in the past five years since 2019 when we raised a significant amount of capital and listed on the Toronto Stock Exchange. I would say that we're going to revisit some of that here, but I'd really like to look at it through the lens of the shareholder.

What are we doing as a Board of Directors? What are we doing as an executive team? We are fundamentally overseeing and making investments to guide the future of this company. That is enabling us to deliver results as we have over the past five years. We are giving the capital back to our shareholders through an increasing dividend stream and buying back shares to enable our shareholders to tangibly share in that growth. We are creating a more robust trading market on the Toronto Stock Exchange. We've seen improved price discovery, much improved liquidity, all to the benefit of our shareholders.

We have some specific initiatives that we have in place here, and many of you may have passed them along the way in to help our shareholders and in particular our small individual shareholders to facilitate their access to their dividend stream and access to the market. Over the last five years, we have made tremendous strides. Fundamentally, we have significantly broadened the reach of Sagicor. We have meaningfully expanded our business in the United States. In 2023, we entered the Canadian market. Between those two initiatives, we have meaningfully expanded the areas in which we can operate and grow our company. We continue to strengthen our balance sheet. We brought a lot of capital into Sagicor in 2019, and our job was to invest that well. We've seen the results.

We have more than doubled the size of our asset base, and we have significantly improved our credit profile to recapturing the international investment grade status. To make all this happen, the board and the executive team have been investing in our people and in the technology to enable our people to enact this change. Fundamentally, the results so far have been outstanding. Some of this is a refresh of what we talked about last year, but it's worth revisiting. We have more than doubled the asset base of this company. On an apples-to-apples basis, we have more than doubled the profitability of the company. Our shareholders' equity, including that contractual service margin that will emerge as future profit, which makes it comparable to what our book value was five years ago, has more than doubled on a per-share basis.

We have significantly increased the proportion of our assets that are in investment-grade markets. That improves our cost of funding. That improves our cost of capital. That improves our own credit rating. Fundamentally, we will deliver better risk-adjusted returns to the shareholders over time. We are sharing in that growth. You would have seen in March of this year, after a number of years of dividends, which we continue to pay, including in the difficult years of COVID, but a constant dividend stream. Now, for the second year in a row, we have increased our dividend payout to our shareholders because we have the capacity to do so. We intend to look at this again every year. We intend to continue to reinvest our capital and grow our net income.

That would tell you that we intend to make this, as long as it is supported by the financial strength, an annual recurring event. We have paid over $180 million of dividends to you, the shareholders, over the past five years. In addition, we have returned a further $62 million of cash to our shareholders through share repurchases. Today, our share count is 10% lower than it was when we did that transaction in December 2019. That is as a result of this return of capital to our shareholders, which is a good use of our capital and one that benefits us all. We have made great strides in creating a trading market. Since we have brought on board the Canadian acquisition and fundamentally transformed the profile of the company, we have seen significantly more trading volume on the Toronto Stock Exchange.

You can see here on those little black bars behind the blue graph, an indication of just how much more trading there is in our stock over the last six months compared to where it had been prior. Depending where you choose to start measuring, we're up between 40% and 60% on our share value over where we were less than two years ago. We're absolutely not satisfied with this, but it is, at the same time, going in the right direction. We are very pleased that we can all observe a broader market waking up to the value of the shares that we believe is significantly in excess even of where we are today and will continue to grow into the future. We have heard from our local shareholders that people need help to access that market.

In today's electronic world, it is becoming more and more cumbersome to cash physical dividend checks, particularly when they're in a currency that is not a local currency. We are here to help with that. For our shareholders here in Barbados, we have an initiative with our own homegrown digital bank, which can accommodate direct deposit of dividends like the old days for Sagicor for Barbados residents. We have a booth set up over there to sign up and get an account, please. We have also just recently announced an initiative to make it easier for local shareholders to access the market by opening up e-brokerage accounts, easy to open. Further, we have announced an initiative to reimburse the costs associated with transferring your shares from the TSX's DRS accounts into e-brokerage accounts.

This is something that we believe is a positive step and shows that while we, of course, would prefer our shareholders to continue to stay with us over time, we acknowledge that there's been friction, particularly for small shareholders who've wanted to sell their shares. We are doing something about it. We truly hope that this helps. The team at Sagicor Asset Management is just outside this room as well, if any shareholders would like to discuss that or avail themselves of some of this help. In closing, we're very excited about our prospects. I think we've built on a tremendous couple of years with financial results, but there is a lot more good news to come. You've seen the theme in our annual reports, better as one.

This is a theme that the team members in the room would be well aware of in terms of Sagicor's various entities coming together, working together, sharing best practices, and acting as a single team for the betterment of our organization, really embracing change, embracing technology, figuring out how to do things better, and fundamentally growing that return on shareholders' equity for the better of us all. I thank you for your time. Thank you for coming, and very much look forward to your questions. With that, I would pass it back to you, Chair.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Thank you, Andre. The first matter on the agenda is for the shareholders to receive the company's audited, consolidated financial statements for the year ended December 31st, 2024, together with the notes thereto, and the independent auditor's report thereon, both of which can be found in our annual report.

The 2024 annual report is available to all shareholders through the investor relations page of our website and on SEDAR +. The annual report is also available in the documents tab on the left-hand side of your screen. Copies of the annual report were also available at the entrance to the physical meeting room. I invite shareholders or proxy holders who are physically present to ask any questions which relate to the 2024 audited financial statements.

Hi. Good evening.

Good evening.

Don Moore, representing Aquaria Inc. I missed most of the introduction, but I just have a few questions for the board. On page 32, 33 of the, I guess this is the management circular. Not sure what document this is. Anyways.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

It is.

It is?

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Yes.

Thank you. I just wanted, well, it's a comment and a question.

In the last paragraph, it does not give a breakdown of the other fees that the directors earned. Is there a reason why that last column is combined and not broken down into more detail?

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

I'm not following you. If you're talking about the table, you're speaking about the table?

Yes.

The table shows the total.

Okay. The column that says all other compensation. It's the second last column.

Okay. Let me explain what happened. The fees earned in the first column, those are fees for Sagicor Financial. All other compensation relates to fees that directors may earn from other companies within the group. They're all directors' fees, but we separate Sagicor Financial from other companies, and the total represents all fees across the group.

Thank you for that.

My question still is, why isn't that particular column broken down to show exactly what is earned from each unit?

I'm not sure whether you're aware of the number of companies within the Sagicor Group. It would take us a number of pages to do that. Sagicor is a big group.

Okay. Thank you. Page 34 of the same document says there was a base salary increase for executives, and it has this was to remain competitive. I would just like an explanation of who it is that Sagicor deems it necessary to remain competitive with.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

I'll take that, and then I'd invite the Chair of the Compensation and Human Resources Committee to add to the answer.

For each of the executives, we do benchmark against similar-sized companies and companies operating in similar markets in each of the local geographies that we operate while still being cognizant of the regional differences. The compensation is something that is reviewed annually by a committee of the board, and that board avails itself of third-party expertise where appropriate.

Archibald Campbell
Director, Sagicor Financial Company Ltd

That is entirely so. Wherever we operate, we have to do surveys to see what happens in the marketplace and to ensure that we are able to keep our executives.

Thank you, Mr. Campbell. Okay. On page 38, 39, it does list some tables for certain executive members. I guess you are on the human resources committee. My first question here would be, can you elaborate on the methodology that your committee used to determine adequate levels of compensation?

As said before, we look at what the market pays. And then we have essentially three ways of dealing with it. A, the base pay; B, restricted stock units; and restricted RSU and long-term stock units. What we try to do is to ensure that management's performance is tied. So while they get their base pay, the long-term performances, the restricted and long-term shares, are actually based on performance of the company. And what we try to do is try to get their performance to tie in with those of the shareholders. That means it's a performance of the company. Once they deliver the performance of the company, then they will, in fact, benefit from that.

Okay. Thank you. Now, Ernst & Young said they expected slow economic activity heading into 2025 as there were still elevated prices and interest rates, which were expected to curb private sector activity.

Households were projected to spend more prudently as labor market conditions and income growth softened further. While elevated financing costs lead businesses to hurry and invest with discretion, business leaders are expected to continue to curb wage growth, hurry with caution, and proceed with strategic layoffs to contain costs. This was October 15, 2024, from Astrum Solutions. I'm not too sure if anyone on the table is familiar with that, right? That's what they wrote. They went further to say economic trends remain cloudy at best, and the key to compensation projections is the labor market. If employment remains below 5%, they anticipate employers having to maintain robust compensation budgets and anticipate 3%-4% compensation budget for 2025. My next question would be, this base pay, can you give a percentage as to what increase was given in that, I guess, 2024?

Essentially, we read those items too, and we know what is taking place in the market, and we see what other companies do in that market. We try to remain competitive.

Okay. You can't give a % increase from the previous year?

I don't think we should.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

No, that's not part of the disclosure. I mean, we start with baseline guidelines that would be informed by surveys like that. I haven't read that one specifically, but then you modify for changes based on merit and based on change in position. This is something that we pay a lot of attention to. An employee or an executive's compensation is tailored to that person and to that position, and it's really only appropriate to talk about specific disclosure in the context of the five named executives where we're compelled to disclose it by the stock exchange.

Archibald Campbell
Director, Sagicor Financial Company Ltd

Thank you.

Now, advisor.ca said on April 1st, 2025, Mr. Roy Gori, President CEO of Manulife, which is listed as one of your competitors.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Right.

It says Gori's total compensation was $20.5 million before he retired, I guess, last year or this year, which included an incentive award of $6 million. And Manulife's last full year revenue was $36 billion. From what I read in this document here, total compensation for CEO Sagicor is $2 million. I'm not sure if it's $1.5 billion or $2 billion. Paul Mahon, President CEO of Great-West Lifeco and Canada Life, his total was $12.7 million, and his annual incentive bonus was $3.4 million. Manulife CEO was there from 2017. Great-West Lifeco CEO was there from 2013. I'm just trying to figure out because I couldn't get it from your document. Again, what's the basis of determining executive pay?

Manulife generates over 10, almost 15 x what Sagicor generates in revenue. And their executive is only getting 10 x or the previous 10 x what Sagicor's CEO is getting. Furthermore, Sagicor's CEO was only appointed, I think, 2022, 2023. Manulife CEO has been in place or was in place from 2017. Again, I ask, what's your methodology in determining compensation?

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Just before you respond to that last question, I would just ask that that be the last question. We have suggested two questions per individual, and we're now at the sixth or seventh question, and we'd like for others to be able to participate in the Q&A. Please go ahead with this.

Archibald Campbell
Director, Sagicor Financial Company Ltd

Just to say, before we appointed a new CEO, we got a firm to actually do a search for us.

When we saw the numbers that were coming in, and what we were expecting, we thought that we could, in fact, believe in Mr. Mousseau. We voted on that, and we looked at the comparisons in the marketplace, and we actually compensated him fairly to, in fact, meet the needs. If you want to talk about performance, look at the asset growth that has taken place in the company. You can look at the performances, and we believe that we are actually compensating him and providing an incentive for him to actually grow shareholder value. If you look at the base versus his final, you can see that his performance actually helps to drive the growth in value for the shareholders. That is what we're looking for.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Mr. Chairman, we've been through this before, previous meetings.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Actually, we have, and we're going to go the same way this year as we have last year and the year before and the year before. The thing is,

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

I'm going to interrupt you. As I suggested a minute ago, we've taken multiple questions from you. We appreciate it. We're here after this meeting and happy to answer any more questions that you have on this particular topic.

Yeah. If you're under these stock exchange rules, there should be a bylaw that's passed and circulated to the shareholders to agree to two questions per shareholder per question.

I appreciate the legal advice.

It's not legal advice.

That's just how it is. The thing is, it actually isn't the way it is. If you wouldn't mind, if someone else wants to come up and ask questions, that's fine.

Yeah.

Any other questions from the floor?

I'm not sure why the board every year gets offended when I ask questions. That's the whole purpose.

We're not offended at all.

Why are you telling me that I have two questions?

Six or seven,

allowing the shareholders are owners of the company. It's not a matter of you allowing. You have a fiduciary duty, all of you, to act on behalf of the shareholders. You can't say you are allowing me. You're not allowing me to do anything. I'm just here to ask questions.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

If I may, we have over 35,000 shareholders here in Newer One.

Like I said, if someone else is asking questions, I'm not sure you're giving them the opportunity by standing at the microphone and not going back to your seat. There are two other microphones.

Three.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

Chair, we do have a question online. It relates to Mr.

Calvin Chase who wants to know, does Sagicor have a trajectory for growth expansion in Europe?

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

In Europe, is that the question? Not at this time, I would say no. I think we've articulated our twin growth strategies, which is our focused growth in our niche markets in North America and continued broader growth and expansion in the Caribbean. I think our current strategic objectives are to keep things in those time zones, so to speak. Thank you. Any other online questions, Althea?

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

No other online questions at this time.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

In accordance with—oh, go ahead.

Hello. David, a very brief question for Mr. Mousseau. The expansion that Sagicor has gone through over the years, I think, I believe I understand you guys to be looking seriously at the efficiency of your organization, which also would therefore require a lot of investment in technology.

Is there satisfaction—well, that's my word, or the best way I can put it—is there satisfaction that what you're doing is being done at the search pace as required, but at the same time recognizing the risk that are out there, especially from the point of view of cybersecurity? Because, as you know, we've had—Sagicor has a seriously large customer base of personal information. I think because customers and shareholders would like to know that our information is safe, do you have any comment in that regard?

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Thank you for the question. I think we're very aligned with you in terms of treating digital transformation as well as the data of our customers and their separate issues that do often go hand in hand as strategic imperatives.

I made the comment a few minutes ago about embracing change, and this is one of the very important elements of that, is to invest in the technologies that allow us to administer business more efficiently on the back end and interact with our customers in a more efficient and customer-friendly way on the front end, all while being very cognizant of the real risks of cybersecurity and increasing reliance on technology. Am I satisfied? I know that we have major strategic initiatives with respect to digital transformation. We have made significant additions to our team, including at the most senior level at our new Chief Digital Officer, who was brought on board last year. We are making significant progress in that respect. The current state of our cybersecurity is very good, and we continue to keep an eye on that.

Digital transformation, I would not say I am satisfied yet, but it is certainly an initiative that we are spending a lot of calories on.

Chair, maybe we can have one more question.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Yes, please.

All this is being done, obviously, I would imagine within the context of the data privacy legislation that is now involved in the world. Are we, again, satisfied that we are adhering to those bits of legislation as applicable to the territories that we operate in?

Yes. And it is a cost of doing business. Each of the jurisdictions that we operate in, everyone is universally getting to the same principles, but they get there in slightly different ways. That is a cost of doing business that we have for being in over 20 different geographies, but we believe we do it well.

Thank you.

Mr. Chair, good afternoon, Mr. Chair. My name is Philip Osborne.

Following on from an earlier question, I was wondering whether the board and management have really assessed the sort of opportunities for the use of artificial intelligence to improve the customer experience of Sagicor and also to enhance the returns to shareholders and enhance the financial returns to the policyholders and other persons who hold investment products with us.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Yeah. That was—thank you, Philip. That was a subject of rigorous conversation over the last couple of days as the board has met. We are studying it and have multiple trials internally. We are not doing everything yet, as of yet, to have it out in front of the—facing the customers.

I think this is a huge opportunity for us to create efficiencies as we upgrade and go through a digital transformation to give our employees the tools to do this about allowing it to go live and actually touch customers as of yet. The technology is improving month by month, and we will get there. I would just remind you that we created the first digital bank in the Caribbean. That is a leading edge and very large investment in the technologies that you were talking about.

Archibald Campbell
Director, Sagicor Financial Company Ltd

Yeah. I would just end by a further comment that I see this process of artificial intelligence and technology as a journey. It is not something that you get to. It is a continuous journey, and we should look at all aspects of the business in terms of, as I said, the customer experience, but also the returns.

Thank you. Yeah. Thank you.

Good afternoon, Paul Innis. My question relates to Sagicor Bank. Chair, thanks for mentioning that. I'm going to tie brokerage to that as well. Two very good tools that can be used across our 22+ markets to provide value added to our shareholders. What are your expansion plans? What are the expansion plans relating to Sagicor Bank is the first one. How can we utilize e-brokerage to enhance the experience for our shareholders?

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Thank you, Paul. Two good questions. At Sagicor, we actually operate banks in two jurisdictions. They're just quite different. In Jamaica, we have a long-standing local bank that we brought into the group about 10 years or so ago today.

Whereas here in Barbados, as the chair alluded to, we had the fun of building one from scratch and therefore have something that is quite a technological marvel. You can imagine that we would have built that on the basis of bringing it to other markets. You can observe where we operate and have meaningful market shares for Sagicor Life. As it is becoming clear that Sagicor Bank Barbados is a success in this market, we are considering rolling it out further. With respect to the e-brokerage, there is obviously the relatively narrow opportunity to help with shareholders who own Sagicor shares. I am very pleased that we are able to provide that help to our shareholders.

I think that if you look elsewhere in the group, we've made the asset management business a higher proportion of our earnings overall and a higher proportion of our relevance to our customers, not just our policyholders across multiple lines of business. Again, that's something that we do well up in Jamaica and Cayman. I think we have the opportunity to expand that further. We've significantly grown our rebooted asset management business in Trinidad over the last couple of years, but I think there's more that we can do throughout, especially the Sagicor Life footprint.

Thank you.

Good evening. Ed Clark or Jay, Edward Clark as you might know me. A question on Jamaica. I noticed Jamaica, Net Premium Income, new business are both up, but earnings are going the opposite direction. Can you explain what's going on?

You're looking at the results for 2024? The Jamaican business has seen a transitory period of margin contraction. We saw it off the back of COVID. There were certain contracts that we were in in Jamaica where we started to get hit with inflation on medical expenses, for example, and were taking in fixed revenues or fixed premium from some of our group accounts. Dynamics like that, I'd say, shrank the margins for the entire Jamaican life insurance market. It's the sort of thing that takes some time to shake out. Our Q1 results are almost ready. I think they will be announced shortly. All I would say is there are green shoots of mitigation of that.

I think you would observe a similar dynamic even here with Sagicor Life with respect to some of the margins compared to where they were a number of years ago. Similarly, as we are putting more distance between ourselves and COVID and there is more and more normalized business activity, we seem to be reverting to the mean of profitability in those core markets, which we believe will continue to be a positive trend.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

Mr. Moore, can I refer you to page 12 of the circular? The circular is a document that is legally reviewed. We do understand the question in relation to the two questions, but we do have to also permit other shareholders, and we have to have an orderly meeting.

I would like to suggest that you ask one more question in relation to this particular segment and that we move on to the formal business of the meeting because we're still not there yet. You can ask your other questions later in the meeting.

Okay. That wasn't said, or that clarification wasn't given. What I'll do then, I'll just make a statement. I'll save my questions for later. COB Barbados, they have assets, I think, of BBD 600 million or BBD 700 million. They have a meeting for the whole day at Erskine Sandiford Center. Sagicor allegedly has $22 billion in assets. Every year I come and ask questions, you're telling me I have two questions, and you want to be out of here in 60 minutes.

I think, I know it is very disrespectful to the owners or the shareholders to be conducting business in that matter. This meeting should be for an entirety. So that if people have questions to ask, they can ask them without being told, "You sit down and shut up." Now, again, and I've dealt with this issue with other companies, you have a fiduciary duty as directors to be accountable to the owners or the shareholders.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

My commentary on that, and I do think we need to move on, is to my friends at PricewaterhouseCoopers. I hope you don't take offense to the alleged $22 billion on the assets that are in our signed annual financial statements. Sir?

Good afternoon, Paul. My name is Harun Hussain. This is the second annual meeting I've attended. The first one I attended in 2010, in which Mr. Miller was the person in charge.

I see you mentioned about the Sagicor Bank Barbados. I'm not sure if it is going to be open where other shareholders other than Barbados are able to deposit their dividends in that bank.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

I believe that we have made special arrangements for Sagicor shareholders to take the direct deposits from the TMX. I'm looking at George Thomas, who's the Chief Executive of the bank. Is that correct? So it's just for Sagicor shares at this time.

I suppose you probably don't realize. I'm from Trinidad. And there's a serious problem with the mailing system. It takes about two months, sometimes even longer, to get your checks in the mail. That is your general mail, right? It is something that would be very helpful if you can have another option of trying to get your dividends at a quicker time. It is something for you to consider.

Because I believe that Trinidad still has the largest amount of shareholders, at least once before when I first came here.

Yes, that is correct still. That is still correct. Yes, sir.

There are two other things I see you mentioned in the shareholders. First,

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

before you go on, sir, we do allow for direct deposit accounts in Trinidad. It does not have to be Sagicor Bank. Any bank in Trinidad, there is a form to be completed. We would have notified.

I can discuss that with you. That is an option, but there are problems with that also.

Okay. We can talk about that outside.

Yeah, outside. Leave that. There are two items you mentioned, potential holders. First, item four, create a trading market. Item five, help our shareholders access the market.

I don't know if you want to expand on that because I wasn't sure what you really meant there.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

With the former, it was about encouraging more trading on the Toronto Stock Exchange. The average daily trading volume today over the last four or five months is more than five times what it would have been a year ago. That is a reflection of the results, but also the effort that we have made to engage with the market, that we've engaged with the market in Canada to attract new investors to put more of a bid out on the stock, which has resulted in those higher share volumes. On any given day, if one has 20,000 shares to sell, it's much easier to do so today than it would have been a year ago.

With respect to making things easier, it's little things like having our teams available here to facilitate opening e-brokerage accounts, as well as undertaking to cover the cost of transferring shares into the account to alleviate the financial burden that was disproportionately borne by small shareholders.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

Chair, there are no more online questions.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

In accordance with the Bermuda Companies Act and the company's bylaws, the audited financial statements are presented to the meeting, but no other action is required with respect to them. The second item of business is the election of the directors of the company. The management information circular for the meeting lists the 14 director nominees. We wish to thank retiring director Stephen Facey for his contribution to the company over the last many years. The nominees identified in the management information circular for election as directors are Andre Mousseau, Sir Hilary Beckles, Dr.

Archibald Campbell, Peter Clark, Keith Duncan, Monish Dutt, Dennis Harris, Cathleen McLaughlin, Most Honorable Dodridge Miller, Gilbert Palter, Alan Ryder, Reza Satchu, Aviva Schneider, and Mahmood Khimji. I ask a shareholder to move to formally nominate as a director each of the proposed director nominees named in the Management Information Circular for this meeting for election as a director of Sagicor Financial Company Limited, each to serve until the next annual meeting of shareholders or until their respective successor is elected or appointed or until their office is otherwise vacated in accordance with the company's bylaws. I ask a shareholder to second this motion. As no notice of additional director nominees was received in accordance with the company's bylaws, I declare nominations closed. I ask a shareholder to move to elect each of the 14 named individuals as directors of the company.

I ask a shareholder to second this motion. I invite shareholders or proxy holders who are physically present to ask any questions which relate to the election of directors. Madam Secretary, have we received any online questions relating to this item of business?

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

No, Chair. No questions on this item.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Persons voting at the physical meeting are invited to use the ballot received to cast their votes on this item of business. As a reminder to shareholders and proxy holders voting online at the meeting, to vote on this item of business, use the electronic ballot on the left-hand side of your screen. Under item number one, you will find listed the names of the 14 nominees for election to the board of directors listed in the management information circular. For each nominee, you may vote for or withhold voting.

As previously noted, the results of the voting will be shared later in the meeting. The next item of business is the appointment of the company's external auditor for the next year and authorizing the Board of Directors to fix their remuneration. I ask a shareholder to move that PricewaterhouseCoopers SRL be appointed as the company's external auditor until the next annual meeting of shareholders and that the Board of Directors be authorized to fix the auditor's remuneration. I ask a shareholder to second this motion. Thank you. I invite shareholders or proxy holders who are physically present to ask any questions which relate to the reappointment or remuneration of the auditor. Madam Secretary, have we received any online questions related to this item of business?

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

No, Chair.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Persons voting at the physical meeting are invited to use the ballot received on arrival to cast their votes on this item of business. To vote online on this item of business, use the electronic ballot on your screen. Under item number two, you may vote for or withhold in respect of the motion. That is the final formal item of business. As such, discussion of the items of business is now closed, and online voting will close in 15 seconds. Please ensure you register your votes now if you wish to do so and have not already done so. We invite the polling assistants to collect the ballots from those physically in attendance. The polls are now closed with respect to voting on all the motions. Voting results are being tabulated by the scrutineers and will be provided later in the meeting or shortly thereafter.

The report on voting results will be incorporated into the minutes of the meeting. The final voting results will be posted on the investor relations page on Sagicor's website and filed under the company's profile on SEDAR+. I'm advised by the Secretary that there are no other matters of business to properly come before the meeting. At this time, we would like to open the floor to any other questions the shareholders or properly attending proxy holders may have relating to the company. I will ask the Corporate Secretary to review the online procedure for our shareholder question period.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

Thank you, Mr. Chair. If shareholders or properly attending proxy holders wish to ask a question or make a comment, please enter your question in the messaging platform on your screen. I will read the questions that are submitted via the portal and consolidate questions of the same nature.

If you do not have time to respond to appropriate questions in today's session, we will post a list of those questions and Sagicor Financial Company Limited's responses on our website under investor relations page.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

I remind all shareholders of the guidelines for questions that were provided in the preliminary remarks at the start of this meeting and the request that, as a matter of courtesy, you limit yourself to two questions or remarks.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Greetings. Unless I'm making an announcement, if anyone wishes to get up and ask questions in the interim while I'm talking, I will give way.

Before I start, I just want to clarify I was not accusing PwC of anything. I said allegedly because I could not recall offhand what the actual assets of the company was. I'm not sure what that statement by Mr. Mousseau was about. Secondly, I'm just asking questions.

I'm not accusing individual directors of anything. I find.

Allegedly.

Yes, allegedly because I.

Allegedly. Allegedly.

Allegedly. Exactly. Right? Directors don't need to take questions personally. I haven't called anyone by name. I'm just asking questions, right?

I know, but I feel bad for PwC. They worked very hard.

Yeah, but I did not accuse them of anything. I couldn't remember the figure, so I said $22 billion. That was it.

That's an incorrect use of allegedly, though. When you say allegedly, you're casting doubt on someone else. You're not casting doubt on your own memory, but.

Right. I'll just carry on.

Now, Fitch. October 29, 2024, they were doing analysis on Sagicor. They said Sagicor has risky asset ratio above 270%, along with higher exposure to sovereigns to capital, particularly in Barbados, Jamaica, and Trinidad and Tobago.

It says financial leverage exceeding 35% and interest coverage ratio below three times. It says a decline in ivari, that's one of the firms that Sagicor has purchased over the years.

Correct. Correct. Not allegedly. We're good by that.

Right, right, right.

We call it Sagicor Canada now.

It's good that you have a sense of humor.

Yes, sir.

It's just dry. It's Canadian.

Yes, yes.

So a decline in ivari's IFS rating on a standalone basis to below A and/or declining cash flows available to the holding company, which is Sagicor. Significant deterioration in the operating environments and sovereigns of Jamaica, Trinidad, and Tobago, which would lead to a material decline in operating performance and/or credit profile of Sagicor Financial Corporation .

Can you, any one of you, or maybe someone sitting here at the front, give some critique on what Fitch has said about your current condition? If you agree with this analysis, what measures will be taken to rectify?

Archibald Campbell
Director, Sagicor Financial Company Ltd

You hit on an interesting point.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

I also, but go ahead.

We agree. I believe what you are talking about there is Fitch talking about the hypotheticals of what are things that could make our credit profile work. They do talk about possible deterioration of Barbados or Jamaica's credit profiles, both of which are observably improving and have done over the last number of months and quarters. That is an example of the prejudice that this company faces from the international rating agencies in the credit markets and that they disproportionately risk weight this company for exposure to our home markets.

All we can do is educate those firms about the soundness of our aggregate capital base and all of our procedures, as well as increase the proportion of investment-grade assets that we have on our balance sheet, which is why if you look at my little charts with the two little donuts, one bigger than the other, five years ago, we had fewer than 60% of our assets were investment-grade. Now, over 75% are. That is what has allowed Fitch, as well as S&P, notwithstanding the commentary that you did read, which is hypothetical, to upgrade us by two notches.

The efforts that we have put forward, both in terms of actual de-risking of our balance sheet in aggregate and the advocacy for the soundness of the history of this enterprise, have led Fitch to call us significantly less risky than we were five years ago.

Thank you. Now, a further analysis states that 60% of Manulife shares are held by institutional investors. Comparatively, only 0.3% of SFC is held by institutional investors. And 0% of Manulife Financial shares are held by insiders, but 34% of Sagicor Financial shares are held by insiders. Meaning, if you have strong institutional ownership, right, that they believe that a stock will outperform the market over. Whose segmentation was that?

When you said 0% was owned by institutions.

Manulife. Manulife Financial.

But who said that 0% of Sagicor was owned by institutions?

No, no.

0% of Manulife Financial shares are held by insiders. And 34.2% of Sagicor.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

34.2%.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

It's hard for us and not particularly useful to speculate on other companies' shareholder base. I would say that the insider share ownership at Sagicor is a strength. Shareholders who have put up both institutional and personal capital at risk to invest in this company. They serve on the board. That provides excellent alignment between your board of directors who does work for all of you as the shareholders because they're shareholders themselves. I thank you for the second excellent question and would invite anyone else.

I do remember being told that in this segment, we can ask what questions we have, right? Is that not what was said?

Ms. Hazzard said two.

That's not what you said. You said in the other segment.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

I asked you to hold your questions for the other segment.

Yes.

We do have to let other people.

No, that's fine. That's fine. I'm saying you didn't say two.

You also need to sit when other people are speaking because it's kind of strange that you are still standing there when other people are making their point.

I'm not finished my questions, right? Anyways, I'll give in and I'll come back.

Good evening. Good evening. Mr. Mousseau, we as long-standing shareholders of the organization have a good sense of what Sagicor was prior to the acquisition of ivari. I would wonder if you could just shed some light and some thoughts, particularly on ivari and its acquisition and where it positions itself in the market and who does it appeal to and how do you see it fitting into the legacy Sagicor organization.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Sure. Thank you, Robert. ivari traces its heritage to the original Canadian branch of Transamerica. Transamerica itself is a long-standing American insurance company. Not as long-standing as us, but very few are. ivari, under its predecessor, has been operating in the Canadian market for some 90 years. It is a robust company that has been around for generations, several hundred thousand policyholders, and a pretty diverse book of business: Term Life insurance, Universal Life insurance. Its current segment of the market is to focus on middle market, that being differentiated from upper market for bigger policies or customers that have high net worths or very high income.

The natural fit with Sagicor is not only that we sell these policies and you have this natural fit between the Caribbean and Canada, which going back to the shared Commonwealth heritage, we all have the same accounting and actuarial standards, same legal frameworks, and all of that. The demographic focus of what for the Canadian market is a smaller average policy size, a smaller annualized premium, is actually a really good match for what we're selling right here in Sagicor Life. I think it was a good business to buy just on the basis of its financials, but it's turning out to be a great business to have as part of the group because we're able to add value to them and they're able to add value to us. Althea, do you have an online question?

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

Following on that question, there's a. Welcome back.

There's a Mr. Prasad who asks, who comments that the Sagicor Canada transaction was a game changer and wants to know whether Sagicor continues to look at additional acquisitions.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

We do continue to look at other acquisitions. The Sagicor Canada transaction was transformational. It's not clear that we would have another transformation ready to go right away. We are a natural consolidator in our home markets, and we have a team that is actively on the lookout for opportunities. We shall see.

Can you hear me? Yes. Very good to hear everyone. My name is Richard Cox. First of all, I'd like to thank Sagicor for all the wonderful initiatives that they've put in place over the years. I think a lot of them are much appreciated. My comment and question this evening is regarding Barbados Farms.

Around the year 2007, Sagicor Group purchased Barbados Farms and in a statement made the following comment, and I quote, "Sagicor's intention is to collaborate with the management of Barbados Farms to bring new and innovative thinking to its business to modernize and transform agricultural production in order to achieve efficiency and improve the operating performance of the company." End of quote. The sugar and more so rum industry remains very important to Barbados' economy in terms of employment and foreign exchange. Barbados Farms is one, if not the largest grower of sugarcane on the island and is therefore critical to the success of the sugar and rum industry. In fact, the industry would collapse should Barbados Farms stop growing sugarcane.

As a Barbadian citizen, I am concerned that Sagicor has not invested the funds needed to revitalize Barbados Farms, but instead chooses to move along from year to year and not have a long-term plan. My question is, does Sagicor intend to change the direction by investing more into Barbados Farms? By so doing, they will increase production, increase employment, and pave the way for others, including small farmers, to follow. Thank you very much.

Thank you for your question. I think we share some of the concerns around the recent performance of Barbados Farms. I might invite the most honorable Mr. Miller to comment.

Dodridge Miller
Director, Sagicor Financial Company Ltd

Just stay a little bit longer. We bought Barbados Farms in, I think it was 2008, and almost immediately upon buying Barbados Farms, we approached the government of Barbados for a strategy for agriculture because we knew that agriculture was contributing a loss.

Successive governments have indicated they do not intend to continue subsidies to the agriculture sector. It therefore made it very difficult for you to commit long-term capital to an industry whose future was uncertain. We continue to work with every government since then, waiting for a cohesive strategy for agriculture and it has yet to emerge. I think you know this. We remain willing to participate in the industry for the benefit of the country, but we cannot commit shareholder funds to an industry whose future is uncertain. We continue to engage, even Ed and myself, we're constantly in contact with the minister. We're yet to get a strategy that we feel has a long-term value to the country.

Yeah. Thanks for the response.

Really, it's just, I was mind-boggling that government is unable to give Sagicor some sort of commitment because if you speak to government ministers and persons of very high level within government, they will tell you how important the industry is to the country. Although there have been efforts in the last couple of years to make changes in terms of the ownership of the company, which hasn't been the industry, sorry, which hasn't been successful, it's, well, I don't want to say it's sad that we really can't come to some sort of agreement where we can understand the importance. Surely everyone can see the importance of rum, especially. It's a growing market, a growing industry worldwide. Barbados is regarded as the home of rum. We drink a fair bit ourselves.

Maybe I understand that you're in a difficult position, but with the strengths of Sagicor, surely you can put some more pressure as such on government to really make a commitment to the future of the industry so that shareholders would feel comfortable with you, Sagicor, investing money into the industry. It is critical for the island.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

I will just add to Mr. Miller's response that we continue to sustain very significant losses at Sagicor Farms in the hope that government policy will change and that we can invest in the long-term future of those lands. We have not given up on the dream, but it has not achieved reality yet.

Okay. Thank you. I just made one more comment, and that is, I get a sense, and I may be wrong, that the Sagicor is investing on an annual basis.

They're putting in enough money to sort of prop it up and keep it going. I don't think that's going to be the answer for long-term growth. You need to have a plan, a long-term plan, and say, "Listen, I'm going to invest so much money into the Barbados Farms." They may well need equipment. They need to be employing people, possibly on a full-time basis, all of that, and have a plan. I do understand your concern regarding the industry itself. I think collaboratively, people need to make a better effort of moving forward with the industry.

We agree with you entirely.

Thank you.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Board. Mr. Moore, how about we agree to letting you ask a couple more questions? Go for another 10 minutes in your honor. If I may ask. Sure.

Rather than your quoting lengthy portions of statements, which we appreciate, but we're time constrained, we'd be very happy to just get to the questions and try and answer as many of them as we can for you in the next 10 minutes.

Thank you most graciously.

I personally undertake to spend more time with you personally after this meeting to answer as many questions as I can before I have to.

You know, I prefer to ask the questions in here because once you start to get over rum and quote, things get blurry. Anyways, we'll press on.

You might like the answers better in that case.

Maybe. Maybe. Or at least I won't remember the answers. Yes. Risk analysis, this is from the Globe and Mail. It's not lengthy. This is from March 26th of this year.

It lists as a risk, significant insider selling over the past three months. This is for Sagicor Financial. This was done by INK Research Money is Moving. It says a senior officer and director disposed of 376,200 commerce shares over the previous three months to March 26. That is listed by INK as a risk or a concern. It goes back to my question about insider ownership. If you have significant insider ownership and then the insiders are selling, the market perceives that as a risk. Why is someone or someones selling significant portions of their shares? I do not know if anyone can comment on that.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

I would say the insider accumulation over the years has been well in excess of that.

Whether it's individual executives or other board members, I think that based on my understanding of the disclosure, that would be accurate. If you expanded the time horizon to six or eight months, you would see that it would be an aggregate net positive. I know that three directors, three of us have acquired shares over the last year, and in aggregate, it's added up to more than that. Everyone is going to have different personal situations. Sometimes people need to sell shares for other commitments, and everyone can see that. It's part of the public disclosure.

You know who this person is?

I do. You could find out if you knew how to.

I know on the website. I have it here. Do you want me to call the name or?

That's up to you.

Okay. That's Mr. Miller.

Yes, sir. Right. Great.

You could ask questions about Mr. Miller's service to Sagicor if you like. Be ready for the answer.

Apparently, I'm only limited to 10 minutes, you know, so. The point I'm trying to get at here is this is being significant insiders own shares, and the market deems that insiders are selling significant amounts that could trigger some concerns in the market, right?

If you're looking at that.

You just have to factor in the acquisition of shares over the similar period of time, which have been significantly in excess of the share sales. On a net basis, over the last five years, four years, three years, two years, one year, there's been more insider buying than insider selling. There is keen interest amongst insiders to buy more shares.

There isn't an analyst, critic, or shareholder that I've ever met who viewed insider ownership as a negative thing. It is the most positive thing that can happen to a public company because it drives shareholder alignment with board and with financial outcomes. That fundamental premise, there are very few companies that I know of that have the level of insider ownership this company does, which is a resounding vote of confidence in the future of this company. Having sat in board meetings here over the last two days, I can tell you that confidence in the future of this company has never been greater.

Thank you for that. We would also remember that it's not just the insiders who should express confidence in the company. It's also the institutional and individual investors as well. There's those two components. Okay.

My next question has to do with the profit margin. I think this is on page 108 to 115 of the report.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Could we take one question from somebody else and then revert to you? We'll keep the remainder of your 10 minutes.

Sorry. Mr. Shammal, very short. I guess a million observations. There's some short and brief in the report where it's mentioning the principal shareholders and you had JMMB there. And then you had on the other page, page 51, you have the, you had just mentioned the other one, two, three, four parties there. I was just wondering whether I have looked and seen whether it would indicate nice concise form, the amount of shareholders that each of these principal shareholders have to be nice and have to, I don't know if it's there, but I've checked it. I didn't see it at all.

The unique is that JMMB has 33,285,176 and 24.56%. But they did not indicate the other people what they had. I just thought it would be useful to have that kind of information to see where the major shareholders are and the positive shares that they have. My observation is that I thought it would be nice that if you had a five-year summarized form of the performance of the company, with matrix the earnings per share, the asset value, and the price earnings ratio and price and that kind of thing. You can look and see how you have added there, but if you put it in more detail, it would make more sense. Thank you.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

What I would say in relation to the other disclosures is that it is not required for the purposes of the Canadian Securities Regulations.

This document is very much based on what is required. Information on insiders is readily available on SEDAR. I think that's where Mr. Moore gets his information because there is a disclosure in terms of shares held by insider. So there is information that is publicly available as well.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Mr. Moore, you have the floor.

Thank you. Okay. Page 108 to 115, the financials. They stated that the profit margins for the most recent fiscal financial year are 4.8%, which is lower than 2023, which was 34.8%. Earnings per share, I do not want to say allegedly, are $0.70 per share, down from $3.74. It was stated, it is published that the dividends have been increasing over the past five years. I think for this year it is 12.5% more. Given that there is such a steep drop in profits, earnings per share, can anyone?

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Yeah, sorry. I alluded to this in my brief summary of 2024 results where I said that 2024 would be dwarfed only by the performance in 2023. There was an extraordinary amount of net income in 2023. The majority of that was related to the acquisition of the Canadian business, where the way our partners at our accounting firm tell us to do things is when you acquire a company for less than the value of the assets, you fill the gap by taking profit, which is what happened with ivari. As you would look at the 2024 income, I would encourage you to compare it to the core income in 2023, which is not an IFRS figure, but it's our estimate of how the inherent profitability of the business absent those fluctuations. That would show something much more along the lines of significant but reasonable growth.

That is the basis on which we are sharing the profits with our shareholders by increasing the dividend in aggregate by about 20% over the last two years.

Thank you.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Mr. Moore, one last question.

Yes, yes.

It could be a long one, but one minute.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

Are there short ones?

I am glad that you clarified those numbers. My question would be this: taken into consideration that 2023 was an extraordinary year and the baseline profits, I said, over the last five years have been, I say, steady, what have the dividend increases that you mentioned earlier?

I can't remember the chart, but the dividend increases that were paid out coupled with the share buybacks, what effect has that had on, one, the cash flow of Sagicor and, two, Sagicor's ability to settle its long-term liabilities should they come due within the next, let's say, by the end of 2026?

That is a great question. It goes to the heart of dividend policy and some of the strategic and tactical decisions that we had to make over the last five years. Today, we are in an excellent position to pay for our forward commitments through our liabilities.

Those are some of the measures that we've put up in my presentation, and you see throughout the financials in terms of, for example, the LICAT, the Life Insurance Capital Adequacy Test, being at 139. I do not see my Chief Actuary, so I can take a shot at this. It is a measure of how much capital you have in reserve to cover a shortfall on the liabilities. When you are ahead of 100%, it tells you that you are very well capitalized. We are extremely confident in our ability to meet our future obligations. I would say that today, our dividend payout policy, which is to pay between 30%-40% of our annual core net income, is appropriate.

It is a balance which allows us to retain 60%-70% of our net income to keep growing the company while still sharing a meaningful proportion of the profits with our shareholders. Today, we have that balance. We are well capitalized, maybe arguably overcapitalized, but well and appropriately capitalized. Five years ago, it was very different. Five years ago, we took in $500 million, so BBD 1 billion , excuse me, of new equity capital, and we were significantly overcapitalized. Three and four and five years ago, we were paying out more in dividends than the underlying core profit of the business. Many companies in our local markets chose to pause their dividends throughout the pandemic. We did not because we had more than enough capital to go through with it.

We had made the temporary decision to have a dividend payout ratio that in 2020 was infinite because we had no core net income. That was only appropriate in the context of having all this excess capital. We paid the dividend. We rewarded our long-standing shareholders. We bought back stock at a significant discount to fair value to the benefit of us all. Where we are today is a different situation. We have an appropriate dividend payout ratio that allows us to reward our shareholders, keep growing the business, and have a growing income stream through time.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

Right. Just one other addition to Andre's very complete response. There is no scenario under which all of those liabilities would come due in one year unless there was a catastrophic global event, at which point the financials of the company would be secondary to survival.

We very carefully structured our assets and liabilities to withstand volatility. The best test of that, the best recent test of that, has been COVID, where we had catastrophic global events. The company has not only survived those events but has strengthened and grown. I would also just tell you that this board is very deliberative about managing its liquidity and its balance sheet while serving its shareholders by providing both dividends and returns.

Right. No, I didn't. Thank you. Maybe I didn't fully comprehend your answer, Andre. You said that.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

I'll tell you what. Why don't I describe it to you in more detail post-adjournment?

No, no. No, it's just one small point here. You mentioned the insurance liabilities. You've taken money. You have a liability. Then with that money, you can clear it.

But I do not think you touched on the other liabilities, so the debts and the loans and the ability to satisfy those.

Because those liabilities are structured, so they do not all come due at the same time. We have built a capital structure and a balance sheet that balances assets and liabilities. It is our anticipation, again, barring unforeseen catastrophic events, that we can meet our debt obligations and other obligations in an appropriate and timely manner.

Okay.

Thank you.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

Sure. We have one final online question. Calvin Chase. It says, "Where does Sagicor go from here for the next 50 years in its viability and staying relevant for forward-looking projections?" Fifty years.

Andre Mousseau
President and CEO, Sagicor Financial Company Ltd

I would say that Sagicor, thanks to some of the deep leadership throughout this room, has been relevant and important to its economies for over 130 years.

I have utter confidence, driven by the teams that propel Sagicor across all of its jurisdictions, that Sagicor will remain incredibly relevant in its markets over the next 50 years. We are innovating. We're aggressive. We're taking share. We're continuing to build great teams. We're led by some of the best people in the industry. We have some of the best markets in the industry, many markets that we have tremendous market share in. I personally, on behalf of the board, am very, very confident about our ongoing relevance.

Althea Hazzard
Corporate Secretary, Sagicor Financial Company Ltd

No more questions, sir.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd

I think it is appropriate then to conclude the question period. The scrutineers have reported to me regarding the matters voted on today. I will now announce the results.

With respect to the resolution regarding election of each of the individuals nominated as directors, I declare that each of the 14 nominees is elected as a director of the company. With respect to the resolution to appoint PricewaterhouseCoopers as the auditor of the company for the ensuing year and to authorize the directors to fix their remuneration, I declare this resolution duly carried. This completes the business of the meeting. On behalf of the entire board of directors and management team of Sagicor Financial Company, we thank you for your ownership interest and your attendance at our annual shareholders meeting today. Those of you who have joined us physically are invited to share and light refreshments outside. Thank you very much.

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