SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Ace Limited
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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LOGO FOR ACE LIMITED
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO THE SHAREHOLDERS OF ACE LIMITED:
A special meeting of shareholders, called an Extraordinary General Meeting,
of ACE Limited (the "Company") will be held on Tuesday, January 22, 2002, at
2:30 p.m. at Ace Global Headquarters, 17 Woodbourne Avenue, Hamilton, Bermuda,
for the following purposes:
1. To vote upon a proposal to increase the number of authorized Ordinary
Shares of the Company by 200,000,000 to 500,000,000;
2. To vote on a proposal to increase the number of authorized Other
Shares of the Company by 10,000,000 to 20,000,000; and
3. To transact such other further business, if any, as lawfully may be
brought before the meeting.
Only shareholders of record, as shown by the transfer books of the Company,
at the close of business on December 17, 2001, are entitled to notice of, and
to vote at, the Extraordinary General Meeting.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE, AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON,
YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. FOR
FURTHER INFORMATION CONCERNING THE INDIVIDUALS NOMINATED AS DIRECTORS, USE OF
THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE PROXY STATEMENT
ON THE FOLLOWING PAGES.
By Order of the Board of Directors,
Brian Duperreault
Chairman and Chief Executive Officer
December 17, 2001
Hamilton, Bermuda
ACE LIMITED
ACE Global Headquarters
17 Woodbourne Avenue
Hamilton HM 08 Bermuda
December 17, 2001
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PROXY STATEMENT
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The Board of Directors of ACE Limited (the "Company") is soliciting the
accompanying proxy to be voted at a special meeting of shareholders, called an
Extraordinary General Meeting, of the Company to be held at 2:30 p.m. on
Tuesday, January 22, 2002, at Ace Global Headquarters at 17 Woodbourne Avenue,
Hamilton, Bermuda, and any adjournments thereof. When the proxy is properly
executed and returned, the Ordinary Shares it represents will, subject to any
direction to the contrary, be voted at the meeting in favor of the matters
specified in the "Notice of Extraordinary General Meeting" attached hereto.
Any shareholder giving a proxy may revoke it prior to its exercise by
providing the Secretary of the Company with written notice of revocation, by
voting in person at the Extraordinary General Meeting or by executing a
later-dated proxy; provided, however, that the action is taken in sufficient
time to permit the necessary examination and tabulation of the subsequent proxy
or revocation before the vote is taken.
Only holders of Ordinary Shares of record as of the close of business on
December 17, 2001 will be entitled to vote at the meeting. As of the close of
business on December 17, 2001, there were outstanding Ordinary Shares of
the Company entitled to vote at the meeting, with each Ordinary Share entitling
the holder of record on such date to one vote (except that if, and so long as,
the Controlled Shares (defined generally to include all shares of the Company
directly, indirectly or constructively owned or beneficially owned by any
person or group of persons) of any person constitute 10% or more of the issued
Ordinary Shares, the voting rights with respect to the Controlled Shares owned
by such person shall be limited, in the aggregate, to a voting power of
approximately 10%, pursuant to a formula specified in the Company's Amended and
Restated Articles of Association (the "Articles")).
The affirmative vote of holders of two-thirds of the outstanding shares
represented at the Extraordinary General Meeting is required for approval of
each of the proposals to increase the number of authorized Ordinary Shares and
the proposal to increase the number of authorized Other Shares; provided that a
quorum of at least 6 persons holding two-thirds of the outstanding shares are
represented at the meeting. Ordinary Shares owned by shareholders electing to
abstain from voting with respect to any proposal and "broker non-votes" will be
counted towards the presence of a quorum but will not be considered present and
voting. Therefore, abstentions and "broker non-votes" will have no effect on
the outcome of the proposals to increase the number of authorized shares.
This Proxy Statement, the attached Notice of Extraordinary General Meeting
and the accompanying proxy card are first being mailed to shareholders on or
about December 19, 2001.
The Company knows of no specific matter to be brought before the
Extraordinary General Meeting which is not referred to in the attached Notice
of Extraordinary General Meeting. If any such matter comes before the meeting,
including any shareholder proposal properly made, the proxy holders will vote
proxies in accordance with their judgment.
PROPOSAL NO. 1
APPROVAL OF INCREASE IN NUMBER OF
AUTHORIZED ORDINARY SHARES
The Board of Directors has adopted a resolution declaring it advisable to
increase the number of authorized Ordinary Shares from Three Hundred Million
(300,000,000) to Five Hundred Million (500,000,000) (the "Ordinary Shares
Proposal"). The Board of Directors directed that the Ordinary Shares Proposal
be submitted for consideration by the shareholders at an Extraordinary General
Meeting. The Ordinary Shares Proposal is separate and distinct from Proposal
No. 2 relating to the increase of the number of the Company's Other Shares, and
may be adopted without regard to the outcome of Proposal No. 2.
The Company's Memorandum of Association ("Memorandum") currently authorizes
the issuance of up to 300,000,000 Ordinary Shares, U.S. $0.041666667 par value
per share. As of December 17, 2001, there were Ordinary Shares issued and
outstanding. In addition, as of the same date, approximately Ordinary
Shares were reserved for issuance under various Company employee benefit plans
and arrangements and in connection with outstanding mandatorily convertible
securities of the Company. Each Ordinary Share currently outstanding is coupled
with one right to purchase one one-thousandth of a share of the Company's
Series A Junior Participating Ordinary Shares, par value U.S. $1.00 per share,
pursuant to the Rights Agreement, between the Company and its transfer agent.
The rights will automatically attach to any new Ordinary Shares issued.
The additional authorized Ordinary Shares resulting from the Ordinary Shares
Proposal will have terms and rights identical to existing Ordinary Shares. All
outstanding Ordinary Shares would continue to have one vote per share (subject
to certain voting "cutbacks" described in the Company's Articles) and would
have no preemptive rights to subscribe for additional shares.
The Company recently completed a successful public offering of 32,890,000
shares, raising aggregate net proceeds of $1.1 billion. The Company expects to
use the net proceeds to expand its net underwriting capacity, either through
internal growth and/or acquisitions of lines of business or companies, and for
general corporate purposes. Following this offering, the Company now has only
Ordinary Shares available for new issuance. The Company believes that in
order to maintain its competitive strength, it needs the flexibility to pursue
transactions that may include the issuance of Ordinary Shares. Often, these
transactions arise quickly and opportunities may be available for only a
limited time period. It is often not practical, and sometimes it is not
possible, to delay a transaction by the length of time necessary to convene a
shareholders meeting. Therefore, the Board of Directors has recommended that
the number of authorized Ordinary Shares be increased.
As is currently the case, the authorized Ordinary Shares in excess of those
presently outstanding or reserved will be available for issuance at such times
and for such purposes as the Board of Directors may deem advisable without
further action by the Company's shareholders, except as may be required by
applicable laws or regulations, including the rules of the New York Stock
Exchange. For example, the additional authorized Ordinary Shares will be
available for issuance by the Board in connection with financings, acquisitions
of other companies, stock dividends, employee benefit programs or other
corporate purposes. Except for Ordinary Shares issuable pursuant to the
Company's employee benefit programs and in connection with outstanding
mandatorily convertible securities of the Company, the Company at this time
does not have any plans or commitments to issue Ordinary Shares. The Board does
not intend to issue any stock except on terms or for reasons which the Board
deems to be in the best interests of the Company and its shareholders. Because
the holders of the Company's Ordinary Shares do not have preemptive rights, the
issuance of Ordinary Shares (other than on a pro-rata basis to all current
shareholders such as pursuant to a stock dividend) would have the effect of
reducing the current shareholders' proportionate interests. However, in any
such event, shareholders wishing to maintain their interests may be able to do
so through normal market purchases.
2
Under current NYSE rules, shareholder approval is generally required to
issue Ordinary Shares, or securities convertible into or exercisable for
Ordinary Shares, in one or a series of related transactions, if such Ordinary
Shares represent 20% or more of the voting power or outstanding Ordinary Shares
of the Company. However, Ordinary Shares issued for cash in a public offering
are excluded from this shareholder approval requirement as are Ordinary Shares
issued for cash in a private offering at a price at least equal to both book
value and market value of the Ordinary Shares. NYSE rules also require
shareholder approval for an issuance of shares that would result in a change of
control of the Company as well as for stock issuances in connection with
certain benefit plans or related party transactions.
The Board of Directors has the authority, without action by the
shareholders, to designate and issue Other Shares in one or more series and to
designate the dividend rate, voting rights, conversion rights, conversion
rates, rights and terms of redemption and other rights, preferences and
restrictions of each series, any or all of which may be greater than the rights
of the Ordinary Shares. It is not possible to state the actual effect of the
issuance of any Other Shares upon the rights of holders of the Ordinary Shares
until the Board of Directors determines the specific rights of the holders of
such Other Shares. However, the effects might include, among other things,
restricting dividends on the Ordinary Shares, diluting the voting power of the
Ordinary Shares, impairing the liquidation rights of the Ordinary Shares and
delaying or preventing a change in control of the Company without further
action by the shareholders. Any future issuance of Ordinary Shares will be
subject to the rights of holders of outstanding Other Shares the Company may
issue in the future. The Company at this time has no plans or commitments to
issue any additional Other Shares (other than in connection with the
shareholders rights plan mentioned above), although the Company from time to
time considers financing and acquisition alternatives, each of which could
include the issuance of Other Shares. Subject to NYSE requirements and
limitations, Other Shares may be issued from time to time without action by the
Company's shareholders to such persons and for such consideration and on such
terms as the Board of Directors determines.
Although the proposal to increase the authorized Ordinary Shares may be
construed as having an anti-takeover effect, since authorized and unissued
Ordinary Shares could be issued for the purpose of discouraging an attempt by
another person or entity to take control of the Company, neither the management
of the Company nor the Board of Directors views this proposal in that light.
The proposal has not been prompted by any effort by anyone to gain control of
the Company, and the Company is not aware of any such effort. In addition,
neither this proposal nor Proposal No. 2 relating to the increase of the number
of the Company's Other Shares is part of any plan by the Company to recommend a
series of anti-takeover amendments to the Memorandum or Articles and the
Company does not currently contemplate recommending the adoption of other
amendments to its Memorandum or Articles that could be construed to affect the
ability of third parties to take over or change control of the Company.
The text of the special resolution for the Ordinary Shares Proposal reads as
follows:
Special Resolution Relating to the Increase in the
Number of Authorized Ordinary Shares
1.1 the authorized share capital of the Company shall be increased by
U.S. $8,333,334, by way of an increase in the number of Ordinary Shares, par
value U.S. 0.041666667 per share, in the share capital of the Company to
500,000,000 Ordinary Shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE INCREASE IN THE NUMBER OF
AUTHORIZED ORDINARY SHARES. The affirmative vote of holders of two-thirds of
the outstanding shares represented at the Extraordinary General Meeting is
required for approval of this proposal; provided that a quorum of at least 6
persons holding two-thirds of the outstanding shares are represented at the
meeting. If the Ordinary Shares Proposal is approved by the shareholders, it
will become effective immediately.
3
PROPOSAL NO. 2
APPROVAL OF INCREASE IN NUMBER OF
AUTHORIZED OTHER SHARES
The Board of Directors has adopted a resolution declaring it advisable to
increase the number of authorized Other Shares from Ten Million (10,000,000) to
Twenty Million (20,000,000) (the "Other Shares Proposal"). The Board of
Directors directed that the Other Shares Proposal be submitted for
consideration by the shareholders at an Extraordinary General Meeting. The
Other Shares Proposal is separate and distinct from Proposal No. 1, the
Ordinary Shares Proposal, and may be adopted without regard to the outcome of
the Ordinary Shares Proposal.
The Company's Memorandum currently authorizes the issuance of up to
10,000,000 Other Shares, U.S. $1.00 par value per share. As of December 17,
2001, there were 6,221,000 8.25% Cumulative Redeemable Preferred Shares, Series
A, which are a series of Other Shares, issued and outstanding. In addition,
each Ordinary Share currently outstanding is coupled with one right to purchase
one one-thousandth of a share of the Company's Series A Junior Participating
Ordinary Shares, par value U.S. $1.00 per share, which is also a series of
Other Shares, pursuant to a Rights Agreement between the Company and its
transfer agent. Therefore, the Company must maintain a reserve of this series
of Other Shares which is equal to one one-thousandth of the number of Ordinary
Shares outstanding from time to time.
The Memorandum and Articles authorize the directors to create and issue one
or more other classes or series of Other Shares and to determine the rights and
preferences of each such class or series, to the extent permitted by the
Memorandum and Articles and applicable law. Among other rights, the directors
may determine:
. the number of shares of that class or series and the distinctive
designation thereof;
. the voting powers, full or limited, if any, of the shares of that class or
series;
. the dividend rights of the shares of that class or series, whether
dividends will be cumulative and, if so, from which date or dates and the
relative rights or priority, if any, of payment of dividends on shares of
that class or series and any limitations, restrictions or conditions on
the payment of dividends;
. the relative amounts, and the relative rights or priority, if any, of
payment in respect of shares of that class or series, which the holders of
the shares of that class or series will be entitled to receive upon any
liquidation, dissolution or winding up of the Company; the terms and
conditions (including the price or prices, which may vary under different
conditions and at different redemption dates), if any, upon which all or
any part of the shares of that class or series may be redeemed, and any
limitations, restrictions or conditions on such redemption;
. the terms, if any, of any purchase, retirement or sinking fund to be
provided for the shares of that class or series;
. the terms, if any, upon which the shares of that class or series will be
convertible into or exchangeable for shares of any other class, classes or
series, or other securities, whether or not issued by the Company;
. the restrictions, limitations and conditions, if any, upon the issuance of
indebtedness of the Company so long as any shares of that class or series
are outstanding; and
. any other preferences and relative, participating, optional or other
rights and limitations not inconsistent with applicable law or the
Articles.
Because the Board of Directors has the authority, without action by the
shareholders, to designate and issue Other Shares in one or more series and to
designate the dividend rate, voting rights, conversion rights, conversion
rates, rights and terms of redemption and other rights, preferences and
restrictions of each series, authorized Other Shares enable the Company to
pursue complex and innovative financing, acquisition and other transactions as
needs and opportunities arise. Among the uses, the Other Shares provide the
Company with increased access to the capital markets with a different cost
profile relative to Ordinary Shares or debt securities. Because the
4
Company has used or reserved approximately two-thirds of its authorized Other
Shares, the Board of Directors believes it is important to increase the number
of authorized Other Shares at this time so that the Company is in the best
position to pursue its strategies in a timely fashion. As stated in the
discussion of the Ordinary Shares Proposal, it is time consuming to call
shareholder meetings. The Board believes it is in the best interests of the
Company to increase the number of authorized Other Shares at this time to
provide the Company with the flexibility to issue series of Other Shares
specifically designed to meet the requirements of transactions that the Board
of Directors of the Company determines to be desirable. The Board does not
intend to issue any Other Shares except on terms or for reasons which the Board
deems to be in the best interests of the Company and its shareholders.
The characteristics of each series of Other Shares may affect the voting
powers and the equity of the holders of the Ordinary Shares, as well as the
funds available for dividends and the distribution of assets upon liquidation.
For example, the Other Shares could be given more than one vote per share and a
liquidation preference over the Ordinary Shares. Because dividends on preferred
stock generally are paid prior to dividends on Ordinary Shares outstanding,
Other Shares may affect the funds available for dividends on the Ordinary
Shares. In addition, the issuance of shares of Other Shares could cause a
dilution of the voting rights, the net earnings and the net book value per
share of the Ordinary Shares.
While the Board of Directors believes it important for the Company to have
the flexibility of an increased number of Other Shares that it could designate
and issue, the Company does not currently have any binding commitments or
arrangements that would require the issuance of such shares (other than
pursuant to its rights agreement, as discussed above). The Board of Directors
believes it would be in the Company's best interest, however, to have
additional authorized Other Shares available to enable the Company to take
advantage of opportunities for possible future acquisitions, refinancing of
existing debt and raising capital for future growth.
As is the case with the proposal to increase the authorized number of
Ordinary Shares, a proposal to increase the authorized Other Shares may be
construed as having an anti-takeover effect, since authorized and unissued
Other Shares could be issued for the purpose of discouraging an attempt by
another person or entity to take control of the Company, although neither the
management of the Company nor the Board of Directors views the proposal to
increase the number of authorized Other Shares in that light. The Board of
Directors could, for example, approve the issuance of additional shares of
capital stock having classes, series, rights and preferences (including the
number of votes applicable to each share of such class or series of capital
stock) which may render it more difficult in the future for takeover bidders or
others to accomplish takeovers or changes in control of the Company. The
proposal has not been prompted by any effort by anyone to gain control of the
Company, and the Company is not aware of any such effort. In addition neither
this proposal nor the Ordinary Shares Proposal is part of any plan by the
Company to recommend a series of anti-takeover amendments to its Memorandum and
Articles and the Company does not currently contemplate recommending the
adoption of other amendments to its Memorandum and Articles that could be
construed to affect the ability of third parties to take over or change control
of the Company. Designation of certain classes, series, rights and preferences
with respect to the Company's Other Shares would be subject to applicable rules
and regulations of the NYSE and any other exchange on which such securities are
listed for quotation.
The text of the special resolution for the Other Shares Proposal reads as
follows:.
Special Resolution Relating to the Increase in the
Number of Authorized Other Shares
1.1 the authorized share capital of the Company shall be increased by
U.S. $10,000,000, by way of an increase in the number of Other Shares, par
value U.S. $1.00 per share, in the share capital of the Company to
20,000,000 Other Shares.
5
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE INCREASE IN THE NUMBER OF
AUTHORIZED OTHER SHARES. The affirmative vote of holders of two-thirds of the
outstanding shares represented at the Extraordinary General Meeting is required
for approval of this proposal; provided that a quorum of at least 6 persons
holding two-thirds of the outstanding shares are represented at the meeting. If
the proposed Other Shares Proposal is approved by the shareholders, it will
become effective upon the filing of the special resolution with the Cayman
Islands Registrar of Companies, which will occur as soon as reasonably
practicable after approval.
6
BENEFICIAL OWNERSHIP OF ORDINARY SHARES
Directors and Officers
The following table sets forth information, as of November 20, 2001, with
respect to the beneficial ownership of Ordinary Shares by the Company's current
executive officers who were named in the Company's proxy statement relating to
its 2001 Annual General Meeting as the most highly compensated executive
officers for 2000, each of the Company's directors and by all directors and
executive officers of the Company as a group. Unless otherwise indicated, the
named individual has sole voting and investment power over the Ordinary Shares
under the column "Ordinary Shares Beneficially Owned." The Ordinary Shares
listed for each director and each executive officer constitute less than one
percent of the outstanding Ordinary Shares. The Ordinary Shares owned by all
directors and executive officers as a group constitute approximately % of
the outstanding Ordinary Shares.
Ordinary Ordinary
Shares Shares Restricted
Beneficially Subject to Ordinary
Name of Beneficial Owner Owned Option(1) Shares(2)
- ------------------------ ------------ ---------- ----------
Brian Duperreault(3)............................................. 331,185 1,478,333 177,000
Dominic J. Frederico............................................. 73,726 375,000 103,000
Dennis B. Reding................................................. 58,992 118,333 53,167
Donald Kramer.................................................... 133,614 1,181,063 21,834
Michael G. Atieh(4).............................................. 13,502 -- 992
Bruce L. Crockett(4)............................................. 15,660 -- 992
Robert M. Hernandez(4)........................................... 45,623 -- 992
John A. Krol..................................................... -- -- 746
Roberto G. Mendoza(4)............................................ 28,116 -- 992
Peter Menikoff(3)(4)............................................. 26,214 -- 992
Thomas J. Neff(4)................................................ 11,725 -- 992
Robert Ripp(4)................................................... 17,202 -- 992
Walter A. Scott(4)............................................... 217,709 330,000 992
Dermot F. Smurfit................................................ 5,440 -- 992
Robert W. Staley................................................. 11,596 -- 992
Gary M. Stuart(4)................................................ 10,775 -- 992
Sidney F. Wentz(3)............................................... 15,773 -- 992
All directors & executive officers as a group (21 individuals)(3) 1,149,510 4,024,561 453,152
- --------
(1) Represents Ordinary Shares which the reporting person has the right to
acquire within 60 days of November 20, 2001 pursuant to options.
(2) The reporting person has the right to vote (but not dispose of) the
Ordinary Shares listed under "Restricted Ordinary Shares."
(3) Messrs. Duperreault, Menikoff, and Wentz had shared power to vote and/or
dispose of 100, 10,800, and 6,000, respectively, of the Ordinary Shares
listed. The directors and officers have shared power to vote and/or dispose
of 16,900, in the aggregate, of the shares listed as owned by the directors
and officers as a group.
(4) The amounts included under "Ordinary Shares Beneficially Owned" and
"Restricted Ordinary Shares" include certain Ordinary Shares for which the
reporting person has elected to defer receipt. The reporting person has the
right to dispose of (but not to vote) such Ordinary Shares.
7
Other Beneficial Owners
The following table sets forth information regarding each person known by
the Company (including corporate groups) to own of record or beneficially own
more than five percent of the Company's outstanding Ordinary Shares as of the
dates indicated below. This information is as of September 30, 2001, the most
recent public information available to the Company, and does not take into
account the Company's subsequent issuance of 32,890,000 Ordinary Shares.
Number of
Shares
Beneficially Percent
Name and Address of Beneficial Owner Owned of Class
- ------------------------------------ ------------ --------
Franklin Resources, Inc.(1)............. 18,031,832 7.96%
777 Mariners Island Blvd.
6th Floor
San Mateo, California 94404
Putnam Investments, LLC(2).............. 22,193,838 9.80%
One Post Office Square
Boston, MA 02109
Wellington Management Company, LLP(3)... 32,234,053 14.24%
75 State Street
Boston, Massachusetts 02109
- --------
(1) As of September 30, 2001, based on a Schedule 13F filed by Franklin
Resources, Inc. ("FRI"). According to FRI's most recent Schedule 13G filed
in connection with the Company, FRI is a parent holding company, in
accordance with Rule 13d-1(b)(1)(ii)(G), of investment advisors to the
Franklin/Templeton Group of Funds (the "Adviser Subsidiaries"). As of
September 30, 2001, FRI, its principal shareholders and the Adviser
Subsidiaries may be deemed to have beneficial ownership of 18,031,832
Ordinary Shares. According to the Schedule 13F, FRI has sole voting
authority over 17,893,578 shares and no voting authority over 138,254
shares.
(2) As of September 30, 2001, based on a Schedule 13F filed by Putnam
Investment Management, LLC ("Putnam"). According to the Schedule 13F,
Putnam has sole voting authority over 3,046,860 shares and no voting
authority over 19,146,977 shares.
(3) As of September 30, 2001, based on a Schedule 13F filed by Wellington
Management Company, LLP ("WMC"). WMC is a registered investment advisor
under the Investment Advisers Act of 1940. As of September 30, 2001, WMC,
in its capacity as investment advisors, may be deemed to have beneficial
ownership of 32,234,053 Ordinary Shares that are owned by numerous
investment advisory clients, none of which is known to have such interest
with respect to more than five percent of the class. According to the
Schedule 13F, WMC has sole voting authority over 17,692,266 shares, shared
voting authority over 1,036,870 shares and no voting authority over
13,489,517 shares.
Other than as disclosed above, there are no persons who own of record, or
are known by the Company to beneficially own, as of September 30, 2001, more
than five percent of the Company's outstanding Ordinary Shares.
8
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
As stated in our proxy statement dated April 3, 2001, proposals to be
considered for inclusion in the proxy material for the next annual meeting must
have been received by December 10, 2001 and otherwise have complied with the
requirements of the U.S. Securities and Exchange Commission to be eligible for
inclusion in the Company's 2002 Annual General Meeting proxy statement and form
of proxy.
The Company's Articles provide that if a shareholder desires to submit a
proposal for consideration at an annual general meeting, or to nominate persons
for election as directors, written notice of such shareholder's intent to make
such a proposal or nomination must be given to and received by the Secretary of
the Company at the principal executive offices of the Company not later than 60
days prior to the anniversary date of the immediately preceding annual general
meeting. With respect to the 2002 annual general meeting, such written notice
must be received on or prior to March 12, 2002. The notice must meet the
requirements set forth in the Company's Articles. Under the circumstances
described in, and upon compliance with, Rule 14a-4(c) under the Exchange Act,
management proxies would be allowed to use their discretionary voting authority
to vote on any proposal with respect to which the foregoing requirements have
been met.
SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by the Company.
Solicitation will be made by mail, and may be made by directors, officers and
employees, personally or by telephone or facsimile. Proxy cards and materials
also will be distributed to beneficial owners of Ordinary Shares through
brokers, custodians, nominees and other parties, and the Company expects to
reimburse such parties for their charges and expenses. Georgeson Shareholder
has been retained to assist the Company in the solicitation of proxies at a fee
estimated not to exceed $8,000 plus out-of-pocket expenses.
OTHER MATTERS
The Board of Directors of the Company does not know of any matters which may
be presented at the Extraordinary General Meeting other than those specifically
set forth in the Notice of Extraordinary General Meeting. If any other matters
come before the meeting or any adjournment thereof, the persons named in the
accompanying form of proxy and acting thereunder will vote in accordance with
their best judgment with respect to such matters.
By Order of the Board of Directors,
Brian Duperreault
Chairman and Chief Executive Officer
9
ACE LIMITED
c/o P.O. BOX _____
NEW YORK, NY 10203-0138
P R O X Y
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Brian Duperreault, Dominic Frederico and Peter
Mear as Proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated below, all the
Ordinary Shares of ACE Limited which the undersigned is entitled to vote at the
Extraordinary General Meeting to be held on January 22, 2002 or any adjournment
thereof.
(Continued on Reverse)
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ACE LIMITED
c/o P.O. BOX _____
NEW YORK, NY 10203-0138
A. Proposal to increase the number of authorized Ordinary Shares of the
Company from Three Hundred Million (300,000,000) to Five Hundred
Million (500,000,000).
For _________ Against _________ Abstain _________
B. Proposal to increase the number of authorized Other Shares of the
Company from Ten Million (10,000,000) to Twenty Million (20,000,000).
For _________ Against _________ Abstain _________
In their discretion, the Proxies are authorized to vote upon such other further
business, if any, as lawfully may be brought before the meeting.
If you have either an Address Change or Comments on the other side of the card,
mark here.
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Address Change and/or Comments Mark Here ____________________
When signing as attorney, as executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership or limited
liability company, please sign in partnership or limited liability company name
by authorized person.
DATED ____________________, 20__
SIGNED ________________________
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
If no direction is made, this proxy will be voted for the increase in authorized
Ordinary Shares from 300,000,000 to 500,000,000 and for the increase in
authorized Other Shares from 10,000,000 to 20,000,000.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign.
Votes must be indicated (x) in Black or Blue ink. [_____]
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Your telephone or Internet vote authorizes Investor Services, LLC as Trustee to
vote your shares in the same manner as if you marked, signed and returned your
ballot.
Internet
www.proxyvotenow.com/mel
Use the Internet to vote your ballot. Have your ballot in hand when you access
the web site. You will be prompted to enter your control number, located in the
box below, to create and submit an electronic ballot.
OR
Telephone
1-888-___-____
Use any touch-tone telephone to vote your ballot. Have your ballot in hand when
you call. You will be prompted to enter your control number, located in the box
below, and then follow the directions given.
OR
Mail
Mark, sign and date your ballot and return it in the enclosed postage-paid
envelope.
If you vote your ballot by Internet or by telephone, you do NOT need to mail
back your ballot.