Sagicor Financial Company Ltd. (TSX:SFC)
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Apr 28, 2026, 12:34 PM EST
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AGM 2022

Jun 17, 2022

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

My name is Stephen McNamara, and I am a Director and Deputy Chairman of the Board of Sagicor Financial Company Ltd. It gives me great pleasure to welcome you to the company's 2022 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 and the COVID-19 protocols which persons attending the physical meeting must observe.

Althea Hazzard
EVP, General Counsel, and Corporate Secretary, Sagicor Financial Company Ltd.

Good morning. Please place your phones on silent mode if you have not already done so. Our agenda for this Annual Meeting of Shareholders will begin with the meeting Chairman calling the meeting to order and addressing various preliminary matters. You'll then hear a statement from Mr. Mahmood Khimji, Chairman of the Board, who is unavoidably absent. This will be followed by a review of the financial results by our Group COO, CFO, Andre Mousseau. The items of business to be voted on will then be moved, each be followed by formal discussion, if any, of the 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.

Registered shareholders and properly attending proxy holders of record attending the meeting virtually are now able to submit comments or questions for formal discussions or for the general question and answer session via the messaging platform on your screen. The electronic ballot for voting is also now available for those attending virtually. You are encouraged to submit any comment or questions in advance of the question and answer session. Voting for virtual meeting. If you are a registered shareholder attending virtually who has not provided voting instructions and you 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. Properly attending proxy holders may also vote at any time using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting.

If you voted your shares prior to the start of the meeting, your vote has been received by the company scrutineers, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. If you are physically present here with us at the Hilton Barbados Resort as a registered shareholder or properly attending proxy holder, you would have received a ballot on entering the meeting. The chairman will invite you to vote on the individual items at the appropriate time, but you may use this ballot anytime 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 ballots will be collected from you.

If you voted your shares prior to the start of the meeting, your vote has been received by the company 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 voter results on the Investor Relations page of our website. The results will also be filed on SEDAR+. Questions. If you are a shareholder or properly attending proxy holder participating in the meeting virtually, you may ask questions at any time during the meeting via the messaging platform on your screen. During the formal business portion of the meeting, we'll respond to the appropriate questions received on the applicable items of business.

If you are a shareholder or properly attending proxy holder and you are physically present with us here today, you'll be invited to ask questions on the respective items of business at the appropriate time. COVID-19 protocols in effect require attendees to maintain a physical distance of three feet and to wear your mask while indoors. We'll also observe the necessary sanitization requirements. Appropriate questions that are not related to items of business will be addressed in the question and answer session near the end of the meeting. This is subject to time constraints of two questions per person and two minutes per question. If there's not sufficient time to address any appropriate question at the meeting, we will post them and the company's responses on our website shortly following the meeting.

During the formal discussion and question and answer portion of the meeting, comments or questions, including 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, for those of you here in person, please state your name and the name of the shareholder you represent if you are a proxy or corporate representative. Comments or questions may not be addressed, which are irrelevant to the business of the company or to business of the annual meeting, related to material non-public information of the company, related to personal grievances, derogatory references to individuals or that are otherwise in bad taste. Repetitive statements already made by another shareholder or out of order are not otherwise suitable for the conduct of the annual meeting as determined by the Chair or Corporate Secretary in their reasonable judgment.

If we encounter any technical difficulties with the webcast during the course of the meeting, those of you online, 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 materially. Non-IFRS measures are discussed in our management discussion and analysis for the year ended December 31, 2021, and/or for the three months ended March 31, 2022. 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 back to the Chairman of the meeting, Mr. Stephen McNamara.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Thank you, Althea, for outlining today's agenda, procedures, and guidelines. We wish to acknowledge the retirement of Mr. Timothy Hodgson as Chairman of the board of directors on December 31, 2021. Tim was instrumental in guiding and supporting Sagicor through its transition to a listing on the Toronto Stock Exchange. His leadership of the Sagicor group at such a crucial time is appreciated. 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. At the physical meeting from my far left, Mr. Peter Clarke, Director, Mr. Andre Mousseau, Group Chief Operating Officer and Chief Financial Officer, Mr. Dodridge Miller, Director and Group President and CEO. On my immediate right, Ms. Althea Hazzard, Corporate Secretary, Professor Sir Hilary Beckles, Director, and Dr. Archibald Campbell, Director.

My fellow directors who are also joining us virtually today are Keith Duncan, Monish Dutt, Jonathan Finkelstein, Dennis Harris, and Reza Satchu. We have apologies for the absence of Messrs. Mahmood Khimji, Stephen Facey, Gilbert Palter, and Ms. Aviva Shneider. As noted by Althea, we will begin with remarks from the Chairman of the Board, Mahmood Khimji, followed by a presentation by our group COO and CFO, Andre Mousseau. Following this, we will 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, Rebecca Prentice, and Mackenzie Tough 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.

While voting on a show of hands in the hybrid context has not been specifically tested in Bermuda, we are mindful that in terms of the precedent in the other Commonwealth jurisdictions, voting by way of a show of hands in a virtual AGM is not well-received. We will now proceed with the meeting. This year, Sagicor used Notice and Access to deliver its annual financial statements and meeting materials. As a result, the notice of the meeting and the management information circular are accessible on Sagicor's website and under Sagicor's profile on SEDAR. They are also available in the Documents tab on the left-hand side of your screen if you are attending virtually. The form of proxy or voting instruction form were mailed to all shareholders of record as of the close of business on April 28, 2022.

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 been informed by the scrutineers that we have a sufficient number of shareholders present or represented by proxy 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 scrutineers' report be incorporated into the minutes of this meeting. We will now share with you a message from Chairman of the Board, Mahmood Khimji.

Mahmood Khimji
Chairman of the Board, Sagicor Financial Company Ltd.

Good morning, shareholders, and thank you for joining today's Annual General Meeting. First, let me apologize for not attending today's meeting in person.

Due to circumstances beyond my control. In my absence, our Vice Chairman, Stephen McNamara, will chair today's proceedings. Sagicor is a well-established company with a distinguished heritage, deep roots within its communities, and a commitment to delivering value to its stakeholders. It is my distinct honor to be chairman from January 1st, 2022, and I look forward to engaging with all of you at future meetings. Thank you.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

I will now turn to Andre Mousseau, Group Chief Operating Officer and CFO, who will provide a review of the financial results.

Andre Mousseau
Group COO and CFO, Sagicor Financial Company Ltd.

I'm told I can take that off. Good morning, everyone, and on behalf of the Sagicor Executive Team and all our employees, to our shareholders here today, let me say it is very good to see you in person. After years now of shareholder and board meetings being done virtually, it is a pleasure to reconnect face-to-face and in some instances, believe it or not, for the first time. It's really wonderful. The last time we were all together was in 2019. These past two and a half years have been extraordinary. Through it, our team and our company has proven its resilience and is well-positioned for continued stability and growth into the future.

I'm gonna provide a brief summary of the financials, and I believe that there will be some Q&A later on in the agenda to the extent shareholders have questions. First I will speak of 2021. After 2020, a year in which we dealt with unprecedented adversity, navigated market volatility and learned how to work remotely, Sagicor returned to profitable growth in 2021. In fact, measured by revenue, by assets, by net income, Sagicor had the strongest results in its 180-year history. We made strides throughout our operations. We grew our revenue 26% to $2.4 billion. We grew our assets by over $1 billion, and we delivered $133 million of net income to our shareholders.

We built on that strength to refinance our global bonds at much improved rates, a move which, in today's environment, seems certainly prudent. We progressed forward with multiple strategic initiatives to transform the way we do business with our customers. Throughout it, we upheld our commitment to being model citizens in the jurisdictions in which we operate, continuing our support of community initiatives, big and small, providing access to vaccinations for those of our employees and their families who needed access, and helping out our friends in need throughout the Caribbean. So far in 2022, we're pleased to say that we have continued with that strength.

In the first quarter, our revenue was up over 50% from the prior year as we continue to grow our business throughout our organization and including in the United States, where our tightened focus continues to drive strong results. Net income to shareholders was also up 33% year over year at $42 million. We confirmed our major initiative that had become a poorly kept secret that we're about to launch an all digital bank here in Barbados. This is a major investment in Barbados for Sagicor, and one that we believe will revolutionize the banking experience for Sagicor's policyholders and new customers alike. In the meantime, we're hard at work at our core operations, implementing new technologies throughout our businesses, responding to changing regulatory and accounting landscapes, and continuing to perfect doing business in a hybrid work environment.

We continue to work to engage the global equity markets to attract broader support for Sagicor shares and more properly reflect the value of our organization. Now, this morning, it was a beautiful day here in Barbados, but today's global economy feels more like the weather from earlier in the week, stormy. Collectively, as a global economy, we have deferred much of the pain of the pandemic through accommodative fiscal and monetary policy, and we are all starting to feel the pain now through the specter of price inflation, rising interest rates, and financial asset devaluation. In addition to that, the effects of war in Europe are being felt here, as well as that conflict pushes food and energy prices ever higher.

In times like this, we can all be proud of Sagicor, whose resilience has been proven time and time again through challenges both local and global. Our strength and continued robust performance will allow us to prevail through today's storms, to live up to our promises to our policyholders.

To our shareholders and to our communities in the decades to come. Thank you.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Thank you, Andre. The next matter on the agenda is for the shareholders to receive the company's audited consolidated financial statements for the year ended December 31st, 2021, together with the Auditor's Report thereon, both of which can be found in our annual report. The 2021 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 this item of business.

Speaker 9

Hi. Good morning. I'm here on behalf of [inaudible]. I see you have a table of very qualified persons, so I'm sure you'll be able to answer these simple questions that I have here for you. Now, the first one relates to the pension plan benefits. It said there's a mixture of defined contributions and defined benefits. Now, as I'm not a graduate of the institution you know so I would just ask you about this defined benefit. Now, what portion of your benefits plan is classified under defined benefit? That's the first question.

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

Good morning. Thank you for the question. We have several plans across many institutions. Generally, our U.S. plans are defined contribution plans. Our legacy Caribbean plans are defined benefit plans. Sagicor Life, Sagicor Group Jamaica, they're all mainly defined benefit plans. The U.S. plans are defined contribution plans based on the U.S. 401(k) model.

Speaker 9

Okay. Now, I was speaking specifically to the employee benefits. Now, what percentage of the pension plan is defined benefit?

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

The Caribbean

Speaker 9

Specifically, I'll just interrupt you here. Page 37 of the Sagicor Financial Company Limited document, which is a smaller document.

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

What exactly are you asking of me?

Speaker 9

Okay. Here it says that it's either defined contribution or defined benefit. My question was or is: what percentage is defined benefit?

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

80% of the company is based in the Caribbean, largely defined benefit plans. 20% is U.S. in terms of employee benefits is defined contribution.

Speaker 9

Okay.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Can I just say, the plan is either a defined benefit plan or a defined contribution plan. It is not one plan that has a percentage of defined benefit and a percentage of defined contribution. In days gone by, plans were defined contribution plans, and correct me if I'm wrong, defined benefit plans in the past, and there's a move towards now them changing to become defined contribution plans. The plan that you might be a part of will be a defined benefit plan or a defined contribution plan. It will not be a plan, I don't think, in which there's a percentage of one and a percentage of the other.

Speaker 9

Okay. Let me ask the question another way just so there's no misunderstanding. Defined contribution, from my limited knowledge, stipulates how much money an employee puts into that plan. A defined benefit, to my limited knowledge, stipulates how much money the employer will pay the beneficiary upon retirement. A defined benefit plan, therefore, would result in a higher potential liability or pension shortfall than a defined contribution. My question was the exposure or the percentage exposure of Sagicor to defined benefit plans to its employees.

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

You want to know the defined benefit obligation that's on the balance sheet as at the end of the year. Is that what you're referring to?

Speaker 9

You could put it that way.

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

We'll find that number for you and give it to you, shortly.

Speaker 9

Okay, sure. Now, moving on. Again, you know, this is stuff that I, you know, hear in the VOB in the morning, you know. Interest rates have gone up in the U.S. and Sagicor is doing very well in the U.S. Does Sagicor have any debt obligations in the U.S.? If so, how much? As a fixed amount or a total amount?

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

Thank you for the question. We have bonds that I referenced that we issued last year, which will come due in 2028. The amount of those bonds is $550 million. Those are fixed interest rate bonds with a coupon fixed at 5.3%. Those would remain, the payments on that debt would be unaffected by the current interest rate environment.

Speaker 9

Thank you for that. This debt of $500+ million, is this debt to Sagicor, the entire corporation, the entity, or is this debt an obligation of Sagicor's subsidiary in the U.S.?

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

That debt is an obligation of the parent company. The Bermuda company of which you would be a shareholder.

Speaker 9

Okay. Thank you. Now, with the interest rate increases this week from t he, in the U.S., and there's supposedly another two minimum interest rate increases. What's the exposure of Sagicor to a possible recession in the U.S.?

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

The exposure can be measured and that decreased economic activity affects how much money that our policy holders and potential policy holders have in their pockets to spend and to save through life insurance. Through interest rates. The other way that recession would affect our business would be to the extent that the assets that we hold have credit events where we would not be paid back on the bonds in which and other loans in which we've invested. I would say that our record through multiple investing cycles of our credit have been very good.

For example, the last time that there were significant shifts in the investment environment about two years ago, we took very small loss ratios, less than 1% of the portfolio, in our U.S. business, which is directly exposed to U.S. bonds. We invest prudently.

Speaker 9

Thank you.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Sir, can I just remind you of our two-minute two-question rule? We're under some time constraints because of the times that we're in and the protocols that apply, and I'm afraid we are constrained to pass these on to the shareholders, hence that two-minute two-question rule.

Speaker 9

Sure. Okay.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

So, um-

Thank you.

That's very kind of you to take it so lightly. Any other questions from the room?

Calvin Chase
Shareholder, Sagicor Financial Company Ltd.

Calvin Chase, for the record. Good morning to all. On page 126 of the Sagicor Financial Company Ltd. report, I see the figures are in thousands of US dollars. Digging into the section there, retained earnings. You have roughly, in 2021, at least close to $400-something million, close to $500,000 dollars on the books in retained earnings. My question I put to you as shareholder, are there plans in the works for paying a special dividend to the shareholders? In light of the fact that you've had some windfall in the global pandemic that's resulted in an increase in revenues. Will you be so gracious as to endeavor to share the fattened calf?

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

The management and the board continues to review our dividend policy every quarter. To the extent that we have retained earnings that grow the equity of the business, they can either be returned to shareholders or they can be reinvested in the company and to support future growth. We try to strike a balance between those two. While our dividend policy remains the same in terms of a notional payment, in the light of a very strong 2021, we would remind you that we continued to make payments unadjusted to shareholders in 2020 when, due to the market volatility of the onset of the pandemic, we had no net income to shareholders as well at all, I should say, in 2020.

We continue to review the policy, but the plans would not be to institute a special dividend at this time.

Calvin Chase
Shareholder, Sagicor Financial Company Ltd.

You're not doing this in the future then?

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

I could only comment on the present.

Calvin Chase
Shareholder, Sagicor Financial Company Ltd.

Okay. On page 166 of the Annual Report for Sagicor Financial Company Limited, I want a clarification here. It's at the top of the page on the caption segments. You have here on the head office and other group companies, you have Sagicor Financial Company Ltd., right? A group parent company in Bermuda, 100%. Then you have Sagicor Financial Corporation Limited, a holding company, Bermuda, also listed at 100%. So as a shareholder, I'm seeking clarification. Can you clarify differences? Got a bit confused between the two companies.

Andre Mousseau
Group COO and CFO, Sagicor Financial Company Ltd.

If you'll recall the scheme of arrangement that was closed in December 2019, the pre-existing holding company in which you would have been a shareholder, Sagicor Financial Corporation Limited, was acquired by Sagicor Financial Company. All the shareholders who had not opted to take cash had their shares exchanged in Sagicor Financial Corporation Limited for shares of the new parent company, which, like the old one, is a Bermuda domiciled company. As a shareholder, you own shares of Sagicor Financial Company. Sagicor Financial Company, in turn, is the sole 100% shareholder of the old company, Sagicor Financial Corporation Limited.

Calvin Chase
Shareholder, Sagicor Financial Company Ltd.

Okay. My last question. On page 224, once again, I'm seeking clarification as a shareholder. It relates to the investment in Playa Hotels & Resorts, which I understand is a hotel. I want to know if it's wise financial thinking for Life. It says you made investment, and according to page 225. Let me see this a bit. You now have 7% shareholding in Playa's hotel investments. Can you clarify to me as a shareholder if this is wise financial thinking for Life to be investing in the hotel Playa's Resorts et al or whatever? Thank you.

Andre Mousseau
Group COO and CFO, Sagicor Financial Company Ltd.

Sure. Certainly it's a good question, and we do believe that our ownership in Playa Hotels & Resorts reflects wise financial thinking. The legacy of this shareholding was that our subsidiary in Jamaica had developed a number and owned a number of hotels and decided to exchange that shareholding or exchange the ownership in those hotels for a shareholding in a larger group of hotels called Playa, which itself is a publicly traded company. Our Jamaican subsidiary at the start of last year, through its investment companies, had made a decision to divest of those hotels. At Sagicor Financial, we made what in retrospect has turned out to be a wise decision to acquire a portion of those at $4.80.

Notwithstanding the recent market volatility, the shares of Playa today trade at a significant premium to the level at which we acquired them. We believe that through the insights that we have through our management team and our board of directors, as well as a seat at the governance table through having an appointee on that public company's board of directors, that we have a good view on value and that this will continue to be a strong investment for us.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Madam Secretary, have we received any online questions relating to this item of business?

Althea Hazzard
EVP, General Counsel, and Corporate Secretary, Sagicor Financial Company Ltd.

No, Chair. No such questions.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

In accordance with the Bermuda Companies Act and the company's bylaws, the 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 14 director nominees. The nominees identified in the management information circular for election as directors are Dodridge Miller, Sir Hilary Beckles, Dr. Archibald Campbell, Peter Clarke, Keith Duncan, Monish Dutt, Stephen Facey, Mahmood Khimji, Reza Satchu, Aviva Shneider, Gilbert Palter, Jonathan Finkelstein, Dennis Harris, and myself, Stephen McNamara. I will now 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 to serve until the next Annual Meeting of the Shareholders or until their respective successor is elected or appointed. Thank you. Will someone second the motion? Thank you.

As no notice of additional director nominees was received in accordance with the company's bylaws, I declare nominations closed. I now ask a shareholder to move to elect each of the 14 named individuals as directors of the company. Thank you. Will someone second this motion? Thank you. I invite shareholders or proxy holders who are physically present to ask any questions which relate to this item of business.

Speaker 9

Morning. Well, thank you, Chair, for keeping me in line earlier. You know, I wasn't aware of the two-minute time limit. First of all, it says there that PricewaterhouseCoopers, PwC, is up for re-nomination. My first question would be, how long has PwC been the-

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Share-shareholder?

Speaker 9

Yeah.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Can I ask you to hold that question till we come to the item of the re-election of PwC? It's the next item.

Speaker 9

Okay.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

I will keep in mind that you wanted to address that issue. Madam Secretary, have we received any online questions relating to this item of business?

Althea Hazzard
EVP, General Counsel, and Corporate Secretary, Sagicor Financial Company Ltd.

No, Mr. Chairman, we have not.

Stephen McNamara
Director and Deputy Chairman, 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 and 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. Is there anyone who wants to vote in the room who does not have a ballot? Okay.

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 be appointed as the company's external auditors until the next Annual Meeting of Shareholders or until a successor is appointed, and that the Board of Directors be authorized to fix the auditor's remuneration. Thank you. Will someone second this motion? Thank you. I now invite shareholders or proxy holders who are physically present to ask any questions which relate to this item of business.

Speaker 9

Yes. Right.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Mm-hmm.

Speaker 9

Right. My question, first question was how many years has PwC been the external auditor for Sagicor?

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

It has been some time. Jerry, our auditor, would you know the answer to that?

Speaker 8

We have been auditors since the demutualization, which I think was in 2002. There was a full re-proposal process done, I think, in 2013.

Right. As management and the board, we continually assess our options on an annual basis, and we, as a representative from PwC referred to, we put it out to tender on a formal basis from time to time. The last time that was done, PwC was deemed the best qualified and to deliver the best value to the board and to its shareholders.

Speaker 9

Thank you. Now the second, my second question. The reason why I asked that there, because I know, this process of external auditing, it's supposed to be arm's length and external. If you've been liaising with someone for 20 years, it's hard to imagine that that relationship is arm's length. It's a very long time. You know, for transparency and impartiality purposes, it would be good to have additional options. Now, I'm not aware of the process that the Sagicor board goes through, the requirements that the board has to deem an external auditor value for money appropriate, etc. Would it not be better to have at least two options for the shareholders to vote on, or the top two, I would say.

You know, you are here asking the shareholders to reappoint. It should be the same how there's 14 persons here for the board. It should be, would you like to go with this firm, that firm, and maybe a little bit about their bid. It doesn't have to be everything, but a little bit about their bid. Going forward, I mean, is that something that the board would be interested in doing? Because to come here, the only options you have is yes, you approve the auditors or you don't. What happens if you don't reapprove the auditors, right? I think 20 years, you can't say that that is an impartial relationship because, you know, people have the fixed bonds, right? This is just a simple process.

Are you going to pass the financial statements? Is it gonna be a qualified opinion or unqualified opinion? I'll just wait for your response.

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

One, it may be 20 years, it's not the same people that have been auditing the company. The partners actually rotate every so often. So again, full independence and transparency. You have to take into consideration the fact we operate in 23 different jurisdictions, and we need to find an audit company that can span 23 different jurisdictions. Because you can't have one set of auditors one place and another set of auditors the other place. It becomes very inefficient process. Within the external auditor's own independent structure, there are lots of things that they do to ensure that the relationships that you described wouldn't work to the disadvantage of the shareholders. Within the company, there are also lots of mechanisms that we have in place. We have an independent audit committee that's chaired by an independent director.

He has direct contact with the auditors without management intervention. There are lots of things in place to ensure that the independence and the transparency that you're requesting is done. We need to find a set of auditors who have the capacity to audit this company across many, many jurisdictions. I hope that helped.

Speaker 9

I don't know if I can put in one more question here. I'll have to ask the chair.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Yes, go ahead.

Speaker 9

Okay, so what you're saying about the, you know, let me put it this way. The best way to determine whether or not there is financial malfeasance, such as earnings management, is if you do a forensic audit, and you look at almost everything. External auditing process, you're just getting a sample, a percentage of the statement. If you, as the board, tells PwC no item is deemed to be of materiality or of material for financial purposes, if it's over $500,000 or $1 million, anything below that is not deemed an issue. From my perspective, 'cause I have done both internal and external audits, as long as you have qualified, competent people, it should not be an issue to do it, 'cause you're just sampling these statements.

I know from experience dealing with auditors, you have an auditor for too long, regardless of. 'Cause you're not gonna change all of the partners at once. A partner comes in, a partner comes out. You know, and I'm not sure if PwC would sign, for example, a conflict of interest declaration. What happens if there's an issue, a challenge, right? So it would be very easy. You know, you do have other firms, I don't want to call any name, but you do have other firms that have branches around the region. If it's a situation where you need to have an auditor go to a different location, they can go by boat or plane. Because, you know, for example, in the U.S. or Canada, someone is based in New York, they fly to Texas, they fly to Florida.

In Canada, you're based in Toronto, you fly to Whitehorse, you fly to Vancouver. Again, it's distance is not an issue here. Again, I just ask if what would be the issue in having at least two audit firms being presented to the shareholders for appointment, you know, to determine their. Because I don't even know if the auditor remuneration is in these because I haven't had time to read them. Yeah.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Sir, you're in line okay on the question because I indicated you could ask another question, but you are definitely taxing the time limit of the two minutes.

Speaker 9

Okay. I'll just wait for the response.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

I think you need to try and wind it up if you can.

Speaker 9

No, no, I'll just wait for the response then. Yeah.

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

I would say, first of all, the company does not determine the materiality level. The auditors determine what is material for them because they're independent, and they have to give their own independent opinion. The issue on the jurisdiction is not distance, but complexities, rules and regulations and laws that exist in different territories. It is not a question just traveling there to audit something. It's a lot more complex than that. I appreciate your concern. Trust me, the board pays great attention to this as well.

Speaker 9

Thank you.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Madam Secretary, have we received any online questions relating to this item of business?

Althea Hazzard
EVP, General Counsel, and Corporate Secretary, Sagicor Financial Company Ltd.

No online questions, Chair.

Stephen McNamara
Director and Deputy Chairman, 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 the right-hand side of your screen and under item number two. You may vote for or against 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 that 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, even as the ballots are being collected from persons who are in the room.

Voting results are being tabulated by the scrutineers and will be provided later in the meeting or shortly thereafter. The report on the 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 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 that shareholders or properly attending proxy holders may have relating to the company. In that regard, I will ask the Corporate Secretary to review the online procedure for our shareholder question period. Althea.

Althea Hazzard
EVP, General Counsel, and Corporate Secretary, Sagicor Financial Company Ltd.

Thank you, Chairman. If shareholders or properly attending proxy holders wish to ask a question or make a comment, please enter your questions in the messaging platform on your screen for those online. I will read the questions that are submitted and consolidate questions of the same nature. If we do not have time to respond to appropriate questions in today's session, we will post a list of those questions on the Sagicor's website as well as Sagicor's response. I remind all shareholders of the guidelines for questions that were provided in the preliminary remarks at the start of this meeting and of the time constraints of two questions per person and two minutes per question.

Calvin Chase
Shareholder, Sagicor Financial Company Ltd.

Calvin Chase with you right there again. Can I speak, Mr. Chairman?

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Yes, yes, proceed.

Calvin Chase
Shareholder, Sagicor Financial Company Ltd.

Thank you, sir.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Mm-hmm.

Calvin Chase
Shareholder, Sagicor Financial Company Ltd.

Once again, I'm seeking clarification. Calvin Chase, the shareholder. As, the reference was made earlier in the meeting about Sagicor, implementing the new digital bank.

I'm just trying to find out as a shareholder whether the retrograde due diligence was done in risk management for unforeseen circumstances and circumstances beyond their control. Was a sandbox method in July, so a dress rehearsal, so you can like have a drill before you actually start up of the said bank. I'm seeking clarification on this new digital bank which you alluded to earlier in the beginning, if you can kindly clarify for me, sir.

Dodridge Miller
Director, Group President, and CEO, Sagicor Financial Company Ltd.

Thank you for the question. I think from a due diligence point of view, so to speak, we have the advantage of starting from scratch. Therefore, we have the opportunity to design all of our risk systems and procedures and technologies on the basis of the expertise of the team that we have assembled. Rest assured, we will be testing it internally and with our employees within the bank before it would be out to a public launch.

Philip Osborne
Group CFO, Sagicor Financial Company Ltd.

Good morning, Mr. Chairman. The name is Philip Osborne for the record. I think it is really. I mean, the year is 2022 and we've just we've been asked we elect a board that has 13 male members and one female member. I don't think that this reflects current practice in diversity, and I would ask that the board in the coming years seek to address this matter.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

I can assure you, Mr. Osborne, that that will be the case as is indicated in the management information circular under the heading of diversity. The matter is one which is constantly on the table and so far as the board is concerned. The disproportionality that you mention is something that we're well aware of, and at the first appropriate opportunity, that matter will be addressed, we can assure you. Thank you for reminding us of it. Madam Secretary, have you received any appropriate online questions? Just a second. Sir, go ahead.

Speaker 9

Yes. Thank you. Yeah. Okay. My first question would be, does Sagicor own any property, land or buildings on the West Coast, St. James, St. Peter, that is in legal contention or dispute?

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

I don't think so. It's nothing that's come to our attention.

Speaker 9

But-

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Would you like to draw something to our attention?

No, no. I was just.

Okay.

Speaker 9

You know, land is an issue that is coming up now that is where there's a lot of irregularities occurring on the island, right? A lot of companies are willingly or unwillingly involved in that. I just wanted to make sure that the good gentleman and lady on the big desk there were not in such a situation. One comment now to what Mr. Miller had said earlier about one auditor for the entire region. From my limited understanding, if a company is using IFRS, which is the global standard, one auditor should be able to do the audit for all of the subsidiaries, but that's just a comment. My second question would be, does Sagicor have an internship or an apprentice program?

I see we have a representative here from the educational institution. Does Sagicor have an apprenticeship or an internship program for young people, students in the region that would develop them and give them experience in the workplace? If Sagicor does not have such a program, why not?

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

We do have such a program. We have several interns working with us at the minute right across many jurisdictions. Yes, that program is already in place.

Speaker 9

Okay. Thank you.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

To your earlier question, the answer on the pension obligation is on page 211, so you'll see it all there.

Speaker 9

Thank you.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Okay.

Althea Hazzard
EVP, General Counsel, and Corporate Secretary, Sagicor Financial Company Ltd.

Mr. Chairman, no question. There's a comment from Eden Davis. Maybe consideration should be given to a policy of changing or voting to change the audit firm every X number of years. That's the only comment online.

Stephen McNamara
Director and Deputy Chairman, Sagicor Financial Company Ltd.

Okay. As I think we have answered all of the provided appropriate questions, it is now time to conclude the question and answer period. The scrutineers have reported to me regarding the matters voted on today, and 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. Ladies and gentlemen, this completes the business of the meeting.

On behalf of the entire Board of Directors and management team of Sagicor Financial Company Limited, 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 now invited to share in light refreshments outside. Again, I thank you and bid you a good rest of the day. Thank you very much.

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