Sagicor Financial Company Ltd. ($SFC)

Good afternoon. I am Mahmood Khimji, Chairman of Sagicor Financial Company Ltd. Welcome to the 2026 Annual and Special Meeting of Shareholders. The meeting is held in a hybrid format, both in person and live via webcast. I'll now ask the Corporate Secretary, Althea Hazzard, to share today's agenda and procedures.

Good afternoon. Please set your phone to silent if you have not already done so. The Annual and Special Meeting of Shareholders will start with the Chairman's opening remarks, followed by a financial overview from the President and CEO, Andre Mousseau. Next, each business item will be voted on and discussed as needed. Afterwards, voting closes and a shareholder Q&A session begins. The Chair will report voting results at the end of the meeting. If you are a registered shareholder or proxy holder attending virtually, you can submit comments or questions via the messaging platform and vote using the electronic ballot, which is now available. Please submit your comments or your questions in advance of the Q&A session. Voting for the virtual meeting. If you are registered shareholder attending virtually and you haven't given your voting instruction, you can vote your shares at any point during the meeting's formal business by using the electronic ballot displayed on your screen. Proxy holders of record participating virtually may also cast their vote in the same way. The polls will stay open until right before the end of the formal business portion. If you have already voted your shares before the meeting began, your vote has been counted by the company's scrutineers and there is no need to vote those shares again during the meeting unless you want to revoke or change your vote. To those physically present, if you are here, you would have received a ballot when entering. The Chair will announce when to vote on each item, but you may use your ballot any time while polls are open, Polls close before formal business ends. Please stay seated and your ballot will be collected. Again, if you voted before the meeting, your vote is already recorded unless you wish to change or revoke it. Final results will be posted on the Investor Relations period or website and filed under the company's profile on SEDAR+ at www.sedarplus.ca soon after the meeting. In relation to shareholder questions, during the formal business of the meeting, we will address relevant questions concerning the items of business currently under consideration. Questions submitted via the online messaging platform pertaining to agenda items will be responded to accordingly. For attendees present here at the Hilton Barbados Resort, there will be opportunity to pose questions related to specific business matters at designated times. Questions unrelated to official agenda will be handled during the question-and-answer session following the formal proceedings. To ensure equitable participation, we kindly request that each individual limit themselves to two brief questions or remarks. Should time constraints prevent us from addressing any questions during the meeting, both the questions and the company's responses will be posted on our website shortly thereafter. Please note that when comments or questions are submitted online, the legal name of the shareholder or proxy holder may be announced before the question is addressed. To those asking questions in person, remember to state your name and, if applicable, the name of the shareholder you represent as a proxy or corporate representative speaking. Questions and comments deemed inappropriate, and therefore not addressed, may include matters irrelevant to the company's business on the annual and special meeting, references to nonpublic information about the company, personal grievances, derogatory remarks of individuals or content considered otherwise unsuitable, repetitive inquiries or items determinedly out of order or not appropriate for the conduct of the Annual and Special Meeting addressed by the Chair or the Corporate Secretary in their sole discretion and reasonable judgment. If we encounter any technical difficulties in the webcast, during the course of the meeting, please remain logged on and we will have the matter addressed as soon as is 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. Non-IFRS measures are discussed in our management's discussion and analysis for the year ended December 31, 2025. For additional information with respect to forward-looking statements, factors and assumptions and non-IFRS measures, we direct you to Sagicor public filings. I now turn the proceedings over to the Chair of the meeting, Mahmood Khimji.

Thank you, Althea, 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. On my far left is Mr. Peter Clarke; next to him, Mr. Reza Satchu; The Most Honourable Dodridge Miller; Ms. Kathryn Jenkins, Group Chief Financial Officer; Mr. Andre Mousseau, Director and President and Chief Executive Officer. On my immediate right, Ms. Althea Hazzard, Corporate Secretary; Dr. Archibald Campbell, Director; Sir Hilary Beckles, Director; Mr. Alan Ryder, Director; and Mr. Monish Dutt, Director. My fellow directors who are also joining us virtually today are Mr. Gilbert Palter, The Honorary Keith Duncan, Ms. Cathleen McLaughlin, Mr. Dennis Harris. We have an apology for the absence of Ms. Aviva Shneider. 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 and Rebecca Prentice 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 provide its annual financial statements and meetings materials. The notice of meeting and management information circular are available on Sagicor's website, SEDAR+ and in the Documents tab if attending virtually. Shareholders of record as of March 24, 2026 received a mailed proxy or voting instruction form. TSX Trust Company has confirmed that the meeting notice and proxy form properly set to shareholders. The preliminary scrutineers' report confirms that enough shareholders are present or represented by proxy to form a quorum. With proper notice given, the meeting is now officially constituted for business. The scrutineers report will be included in the minutes. I will now turn to Andre Mousseau, President and Chief Executive Officer, who will provide a review of the financial results.

Thank you very much, Chairman, and good afternoon, everybody. It's a pleasure to be here at the lovely Hilton Barbados, and it's wonderful to see many of our old friends and colleagues and shareholders here today. And thank you, each and every one of you, for taking the time to join us at this important annual piece of our governance process. I'm going to quickly take you through a summary of Sagicor's financial performance in 2025 and give a little bit of direction for this year and going forward. This is on me to click. Apparently I cannot see. Please just disclaimer carefully. Having done that, 2025 was, by all measures, a banner financial year for the company. The most important metric that we track is core earnings to shareholders, and that number outperformed even the most optimistic projections, We delivered over 50% growth over the prior year of USD 142 million. It was quite extraordinary performance. Sometimes all things go well at once, and we've talked about in a lot of our investor discussions through the release of our financials. We did benefit in 2025 both from the operational improvements, which we as a Board and executive team have been working on. We also simply had a good fortune of positive emergence through our insurance portfolio. Being a life insurance company and being very much on various sorts of risk, sometimes that risk takes the form of underperformance. Sometimes it takes a form of better performance than plan, and that certainly was the case in in 2025. And so a metric that we cover and focus on very carefully, which you'll hear repeated on, is the core return on equity to the shareholders. In this year, we delivered over a 14% return on equity. I think absent the positive fortune that came from our long-term life insurance portfolio, that number would have been more like 13%, but still by any measure an excellent outcome and really a validation of all of the work that we have been doing. Running through the other metrics here. We continue to grow our book of business through new insurance sales through all of our segments. Shows up on the pages, CSM, or new business contractual service margin. which is a measure of the future profitability of the business that we sold in the year continued to be robust. Our net income to shareholders inclusive of market-driven volatility was still a robust $67 million. We continue to grow our book value per share. We continue to grow the measure of the worth of our book of business, which is what shareholders' equity plus net CSM to shareholders per share is. And we continue to be robustly capitalized as measured by the life insurance capital adequacy ratio and appropriately financially capitalized in terms of a leverage ratio, which is the measure of how much debt we have proportional to our total capital well within the guidelines that we set out. And so strictly through a financial lens, 2025 was a resounding success. And you'll see here, for those of you who come every year, some common content and two prior presentations. And that is on purpose. First of all, we are a life insurance company. Our strategy should not be changing every year. Second of all, I think it's quite useful to come back to the same measures and show that accountability year-over-year. And as we look at our business through the lens of the transformation that we have undertaken since 2019 when Sagicor raised all of its capital and set out on the new direction to grow. Taking that 6-year lens, we really have transformed this company. And so whether you're looking at total assets, which have grown nearly to 3x what they were in 2020 or 2019, the like-for-like profitability over doubling the value of the insurance book that accrues to shareholders looking through the different accounting treatments and significantly expanding our assets in invest-grade jurisdictions. We continue to press forward on a really robust transformation of this company. We have been very pleased to be able to share in this progress with you, with our shareholders. When we announced our full year results for 2025 back in March, for the third year in a row, we delivered a meaningful increase in the shareholder dividend. It is something that we aspire to continue to do going forward, and it gives us great pleasure in having the ability to share the fruits of our labor with all of our partners in this business and shareholders. And again, since we raised that $0.5 billion or so back in 2019, we've delivered over 40% of that back to the shareholders in terms of dividends. And we have further increased the return of capital to shareholders by selectively and very accretively repurchasing our shares. And so as we continue to keep a focus on growing our risk-adjusted returns on equity into the future, we're all very minded that for the here and now we're going to continue to allow our shareholders to participate in that growth with us along the way. And we are making progress in terms of creating a robust trading market. This chart would go back to the start, scooching up to see my screen, of 2023, which really marked a milestone period in terms of our deployment of the capital that was raised all the way back in 2019 with the acquisition of the fourth pillar of our business, so to speak, which is our Canadian subsidiary. And so if you look at where our share price was when that transaction closed in the fourth quarter of 2023, we have more than doubled our share price. As I've said, on a cumulative basis, we've increased our dividend significantly. And we are starting to see better and better liquidity, which benefits all of the shareholders, and in particular those who want to participate in the market, whether it's by selling shares or having the opportunity to buy new ones. So this story is not over, but it's certainly trending in the right direction. So I've spoken about the financial performance. But very importantly, right at the end of 2025, we made a keystone announcement for our strategy. And you've heard me talk over the years about acting as One Sagicor and working as a unified group. After quite a bit of discussion and work with all the various parties involved, in December, we announced the creation of Sagicor Group Caribbean, which really is the logical conclusion of all of the work that we have done over the years to have Sagicor act as a single entity and to take advantage of the critical mass and all of the scale that we enjoy in all of our Caribbean markets. And this is a logical conclusion, I'd say, of the journey that Sagicor undertook some 20 years ago when we entered the Jamaica market in force. And we couldn't be more excited about the prospects here. So we are forming a new company. So Sagicor Group Caribbean only exists notionally today as an idea and perhaps a company that's been formed in the lawyer's office. It doesn't have operations yet. And Sagicor Group Jamaica and Sagicor Life Inc. and its subsidiaries will both form the pieces of Sagicor Group Caribbean, which will inherit the public listing that the Jamaica Group currently enjoys. And we'll have a unified shareholder base, and that unified shareholder base is critical for us to enjoy the ability to pursue all of the avenues of growth and efficiencies together as a single organization. And so as Sagicor Financial, we will go from owning 100% of Sagicor Life and 49% of Sagicor Group Jamaica to owning approximately 60% of the combined Caribbean entity that we believe is very well positioned for growth. We have talked about the desire and our ability to transform this company in the manner in which it does business through the use of technology. Having the critical mass and having the agreement that all of Sagicor across the Caribbean will work together, will be on common platforms, have common practices, benefit from common best practices and the very best of the leadership from the combined organization is going to unlock a tremendous amount of value. And we have conviction that our employees and our team members are going to feel it and we're very energized by this already. Our policyholders will feel it as we are able to make investments with this critical mass in digital technology that will make it easier and easier to interface with us throughout the Caribbean. And as shareholders of this business, we have conviction that this will unlock a trajectory of growth of net income and returns on equity and position us extraordinarily well for the future. This is a complex process. The Jamaica Group is a publicly listed entity. We are subject to fulsome and collaborative regulation everywhere we operate and one must ask permission appropriately. And so we'd expect this transaction to close towards the end of this year. But we're not waiting for the financial close of this transaction to start working together, and I look forward to sitting here on the stage next year and telling you about all the progress we'll have made in truly transforming our Caribbean Group. And just as the Caribbean has always been key to Sagicor's history and strategy, the creation of a single Caribbean company to unlock the ability to grow forms one of the three cornerstones to the initiatives that we have to increase the return on equity for all shareholders. Front and center, what we've talked about is the creation of a Caribbean champion, a true champion through the merger of our two subsidiaries. In addition to that, we have robust initiatives to continue to grow our net income in both our Canadian and American platforms. Our Canadian business is a solid life insurer, has brought stability and profitability to us. And we believe that there is some incremental net income that we can get by applying some of the asset management and investment banking that we've used in our American subsidiaries and bring that to the Canadian market. You would have also seen just in the last months that we've brought onboard a new executive to lead our U.S. business, and we're very excited about the ability to continue to scale our U.S. platform in a market that is not only investment grade but provides us with the opportunity to continue to grow and compound our capital at exceptional risk-adjusted returns. I talk about return on equity and these risk-adjusted returns just as one of the lenses through which we, as a Board and as an executive team, can measure value creation over time. And if you think about each of the three initiatives that I've just talked to you about, we believe that any one of them could add between 1 and 2 full percentage points of return on equity to shareholders over the next 2 years to 2028. We have committed to our shareholders to a target of a 14% core return on equity to shareholders in 2027 and 15% in 2028, and we have internal targets that are even more robust than that. But having done so, we would be in a position to unlock significant shareholder value for this enterprise, in addition to have created a better functioning and more stable operation for the company indefinitely. So this is a repeat slide. Other than 2026 and 2025, we've been preaching better as one and the need to embrace change for years. And what I've talked about here in the Caribbean is acting on that. And so I think we have had a unity of sense of purpose towards all these initiatives, and we're really, really excited to keep working on them and going forward and translating it into growing the return on equity as a measure of growing our value to you, the shareholders. So I'd like to thank shareholders in advance, for those who have submitted questions and will ask, and I look forward to that engagement. But in the meantime, that does conclude, Chairman, my remarks.

Thank you, Andre. The first matter on the agenda is for the shareholders to receive the company's audited consolidated financial statements the year ended December 31, 2025 together with the notes thereto and the independent auditor's report thereon, both of which can be found in our annual report. The 2025 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 meeting room. I invite shareholders or proxy holders who are physically present to ask any questions which relate to the 2025 audited financial statements. Madam Secretary, have we received any online questions related to this item of business?

No questions online.

Are there any questions in the room related to the financial statements? 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 next matter is the election of our directors. 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. The nominees identified in the management information circular for election as directors are: Andre Mousseau, Sir Hilary Beckles. Dr. Archibald Campbell, Peter Clarke, The Honorable Keith Duncan, Monish Dutt, Dennis Harris, Cathleen McLaughlin, Most Honorable Dodridge Miller, Gilbert Palter, Alan Ryder, Reza Satchu, Aviva Shneider 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 Ltd, 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. Thank you. I ask a shareholder to second this motion. Thank you. 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. Thank you. 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 election of directors. Madam Secretary, have we received any online questions relating to this item of business?

Chairman, no questions online.

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, to vote on this item of business, use the electronic ballot on the left-hand side of your screen. And under item #1, you will find 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. In 2025, the Audit Committee conducted a comprehensive request for proposals process in respect of the external audit services. The Board on the recommendation of the Audit Committee determined to propose PricewaterhouseCoopers Canada for appointment as auditor of the company. Prior to this, PricewaterhouseCoopers Barbados served as the auditor of the company since 2019 and, before this, as auditor of Sagicor Financial Corporation Ltd. Full disclosure of the change is provided in the management information circular. The process followed complies with the requirements of both Canadian securities laws and the Bermuda Companies Act. If appointed by shareholders at this meeting, PwC Canada will become the successor auditor of the company in place of PwC Barbados. I ask a shareholder to move that PricewaterhouseCoopers Canada 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. Thank you. 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 appointment of remuneration of the auditor. Madam Secretary, have we received any online questions relating to this item of business?

Chair, no questions relating this item.

To vote online on this item of the business, use the electronic ballot on your screen, and under item #2, you may vote for or withhold in respect to the motion. Persons voting at the physical meeting are invited to use the ballot received on arrival to cast their votes on this item of business. The next item of business relates to the company's long-term incentive plan, the LTI Plan. The purpose of the LTI Plan is to promote a greater alignment of interest between the directors, officers and employees of the company and our shareholders. As set out in the management information circular, the long-term incentive plan is subject to Toronto Stock Exchange rules. Shareholders are being asked to approve an ordinary resolution confirming and approving the adoption of the company's new long-term incentive plan and unallocated restricted share units and options to acquire common shares thereunder. A copy of the LTI Plan was made available on the company's website and on SEDAR+. It is anticipated that share units and options representing an aggregate of 13,541,302 million common shares will be unallocated and available for grant pursuant to the long-term incentive plan, representing approximately 10% of the issued and outstanding common shares as of March 13, 2026. The resolution is set out on Page 11 of the circular reads: be it resolved that, one, the adoption of the long-term incentive plan by Sagicor Financial Company Ltd., as more particularly described in the management information circular of the company accompanying the notice of this meeting is hereby authorized and approved, all unallocated restricted share units and options to acquire common shares under the plan are hereby approved. Number three, the company will have the ability to continue granting RSUs and options under the LTI Plan until May 13, 2029, being the date which is 3 years from the date hereof. Four, any one director or officer of the company is hereby authorized and directed for and in the name of and behalf of the company to execute or cause to be executed and to deliver or cause to be delivered all such documents and to do or cause to be done all such acts or things as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution. Such determination to be conclusively evidenced by the execution and delivery of such documents are the doing of such act or thing. I ask a shareholder to move the resolution to approve the adoption of the company's LTI Plan and all unallocated RSUs and options to acquire under the long-term incentive plan as set out in the management information circular. Thank you. Will someone second the motion? Thank you. I invite shareholders or proxy holders who are physically present to ask any questions which relate to this item of business.

[ John Moore ] representing [indiscernible]. First question here would be what effect with this incentive plan have on the share price medium and long term?

Andre, would you like to address that?

Sure. Thank you. The principle of our incentive plans is to align the executive team with shareholders. And so the explicit intent is to drive shareholder value and have a positive effect on the aggregate shareholder returns.

Okay. My follow-up to that would be what is the executive management and the Board's prediction for the stock market and the share price over the same term or period of this incentive plan?

I saw you come in a little bit late so you may have missed my disclaimer slide. I'm explicitly not allowed to provide forward-looking statements. Look, as I said out in the strategic objectives, and you may or may not have seen it, our goal, our North Star is to drive long-term growth of our risk-adjusted return on equity. That would drive an increase in intrinsic value of the company and of everyone's shares. At the same time, it is a secondary objective but still an important one of ours to drive more robust trading and liquidity at a better valuation in our stock specifically. And I did have a slide on that, which would have shown more than 100% return on our shares over the last 3 years. We would all be aiming for that to continue. But we do not have a crystal ball with respect to the market itself.

I would just add to your question that the company has an internal plan over the next 3 years to significantly increase the net income of the company, which, if the market functions correctly, would suggest a higher share price. And if you look back, as Andre suggested, to the last 3 years, the company has achieved significant increments of net income over that period of time. And so the objective of the LTI program is to align the executive team led by Andre and Kathy and the rest of their broader team to focus very heavily on the continued growth of the balance sheet and net income of the company, which hopefully over time will continue to reflect in the growth of the share price.

Thank you for the answer, Mr. Chairman, because that leads perfectly into my next point. Stock markets are too high and set to fall. Bank of England at Deputy Governor tells BBC. This is August 24, 2026 (sic) [ August 4, 2025 ]. And she went on to say that there is a disconnect between the share price and the economy. And this prediction about the falling share prices is for the global stock market. So that being said because, I mean, I don't want to go to all the mechanics of that, so the Bank of England Deputy Governor is stating publicly that share prices are set to fall, is this a good idea to have a long-term incentive plan that ties to 10% of the shares? Because if you have -- I think that would be considered a material amount of shares overall.

Well, if you're asking us if it's good idea, you might direct that to the executives who are receiving shares instead of cash in terms of their compensation, if you're taking the view that any shares are overvalued. But the point of this is to align the executives with the shareholders precisely. And so that if the shareholders feel some shrinking in the valuation of their shares, that will be borne by the executive team as well. So this is all about aligning compensation to behaviors that we want to tie of our executive team, which is to keep the eye on the ball on delivering shareholder value.

I would just add to that because, essentially, the executive team which is closest to the business is doubling down by taking shares rather than cash compensation on their view about the positive trend of share prices over the long term. And I would also suggest to you in what makes Sagicor different potentially from the forecast of the Governor of the Bank of England is that we think that the shares under value the future value creation of this company and that, over time, that will normalize. So the issue for us is the inverse of what she's talking about. We're viewed as a value stock and we perceive opportunity to grow the value of the stock.

Okay. And this is my last point on this one. We're talking about value and future or, yes, creating increased benefits for the shareholders. Online -- because has sat through the booklet. So same for your Sagicor Life. You recorded -- you had a profit of $42 million, $41.9 million in 2024. And in 2025, it was a loss of $12.2 million. Is that correct? Or was that -- well, this quarter 4 2020 and quarter 4 2024 -- sorry, net income to shareholders. My apologies there. And then also the revenue for Sagicor Canada decreased by 30% from $321 million to $224 million. You might have gone through that already, right?

If the question is whether those numbers are correct, we do have our auditors here and they have been through it. Revenue is a particularly tricky line under IFRS 17 because you have market movements and your asset prices run through your revenue. And so the revenue line, for better or for worse, now is much more volatile than simply the cash collections that you get from collecting premiums from your policyholders, which is why it's a quirk of the accounting standard. And so we really don't focus on it as a reporting metric.

Right. So my question was in light of these figures, they're correct because I got in from your Sagicor website, seeing that you've had such dramatic drops in the revenue and net income in two of your largest markets, is this a good time, in light of the numbers I just gave you, to roll out such an incentive plan?

We're a big and complex company and there are a number of different metrics. There are a number of different subsidiaries and, for better or worse, we have to report every 13 quarters. And so if one looks close enough, one can find some negative momentum in some KPI in any quarter. As I reported in my presentation for the 2025 financials, 2025 was an extraordinarily positive year financially in the aggregate for Sagicor Financial. And we are excited about the future. And I would say, to tie it back to the incentive plan, it's the same answer I gave before in that this incentive plan appropriately aligns the executive team, aligns their compensation with the shareholders. And if the stock price goes down, the compensation that the executive team goes down as well. And that's the way it should be.

Thank you for your questions. Matan Secretary, have we received any online questions related to this item of business?

No question.

[ Howell ]. So I just have one question for the clarity regarding the vesting of the shares. Is it that the shares are allocated for when the person is a duration employee, and then when they're no longer an employee in executive capacity of Sagicor, they will relinquish the assets to sell shares? And then if not that taking place, do they then become a regular shareholder like the rest of us?

So the concept of vesting is in the direction that you talked about. In a sense, you allocate shares or options as the case may be to an executive, but they only gain the rights to those shares over time as they vest. And once vested, they do become ordinary shareholders with ordinary rights over that. And so you'll see within the plans and provision for restricted share units as well as performance share units, both the RSUs and PSUs have time-based vesting over it. And so an executive that would be allocated RSUs and PSUs under this plan, the majority of those shares would not vest until the executive would have performed 3 more years of service. And if they cease to -- if they leave, they would forfeit many of those shares. And so that works as an incentive in the company's favor for the executive team in effect to stick around.

Understood. Because, obviously, I see the [indiscernible] stating that it's aiding the attracting of best talent. But beyond that, I'm looking beyond when the person serves in capacity job. I would have made the recommendation that when the person is no longer an executive that the company needs the decision to offer a piece in what they value. Because we see very many other companies across the world always use it as a mechanism to attract the highest talent. That when the person gets ready to retire, that they compensate the person based on the value of the shares so that the company still retain the ownership but then have those same shares to be able to invest in the next generation of executives going to share base.

The intent behind things like that are positive. And certainly, in a private company context, it can very often be appropriate. As a public company, it's difficult and not always appropriate for us to selectively buy shares from any one individual. So one of the benefits of being a public company is that an executive retires, and if they choose to liquidate their shares, there's a mechanism through the public market for them to do it. And to the extent that we buy back shares, we undertake a normal course issuer bid over the Toronto Stock Exchange, which, by definition, is a blind bid, where we don't know who we're buying from. And the principle of that is that don't advantage any one shareholder over another. Good afternoon. I can just hear you, but you're welcome to you to the microphone.

I just have one simple question. I noticed our shares, at least mine, is tied to the U.S. dollar, and there are many changes that are happening there. I'm wondering if our shares would be affected if they're changing retaining our share coming from U.S.

Just to clarify, you mean changes to the U.S. dollar and to foreign exchange rates?

Yes, please.

Sagicor has made it an explicit strategy to pursue as many assets as are practical beyond what we hold locally here in our Caribbean markets and hard currency assets. And we've chosen the U.S. dollar as our functional currency. We are net holders of U.S. dollars as well as Canadian now. And so depending which currency you're thinking, and we are exposed in a good way, we think, to owning both U.S. dollar assets and Canadian dollar assets that earn over time, in addition to all of the normal course assets that we have that are denominated in Barbados dollars, Trinidad dollars, Jaimaca dollars, et cetera.

So if the U.S. dollar is changed, if there are any changes, would you switch in Canadian?

I think the U.S. dollar is well recognized as close to a neutral functional currency. You are correct. It causes some noise as the Canadian dollar and U.S. dollar don't always move in tandem in terms of in terms of our share price and multiples and all that. So there would be some elegance to a Canadian dollar. But functionally, the feedback that we get from our shareholders is that people like a U.S. dollar dividend and that people across our confederation, I think, in so many different currencies. Everyone can have a lens on the U.S. dollar.

I was looking back from 2025 up to about 2 days ago on my Internet computer. I heard a lot about this thing with Trinidad? What is that all about? Is Trinidad like the rest of the like Barbados? Or is Trinidad Sagicor is still rounded up or rounded down?

Could you be a bit more specific?

Well, more specifically, is Trinidad [indiscernible] boos themselves through all of these allegations where, let's say, when it comes to like social and medical to help around Trinidad, basically, you put money into the medical purposes. Sagicor Medical. Another thing too, I was wondering about interactive thing, the same to interactive brokers right? You said it only was it 2 years or 3 years ago shareholders to embrace [indiscernible] because they're saying that they had imbursed that, got back their money.

Robert, I see you sitting there in the front row. I see our Chief Executive of Sagicor Life Inc., who is based in Trinidad. Do you have any comment with respect to the Trinidad market? Do you want to take the microphone?

I wasn't sure if I understood the question. There were two elements. One has to do with health and one is it to do with international.

Robert, can you speak to the microphone, please?

Sure. I'm sorry. I'm not sure I understand the question, quite frankly. Could you help me?

A guide I was looking at, thinking it was from 2010, was correct, 2016, I was right. And we're saying that the fact that there's not a lot of incentives going on in Trinidad. So you [indiscernible] and all sorts of things. And I'm wondering if you all have the background of a financial aspect to broaden different things like medical, culture, food, Got a lot of people like a lot in agriculture.

Well, I guess thank you for that question. What I would say is the Sagicor predecessor, [ Bobby Richard ], has been in Trinidad since 1845, I think. Forgive me. And we have been an integral part of the community since then. From an insurance perspective, we would be the second largest insurer in Trinidad on both our life insurance and participating in general insurance and investments. So we cover our a full suite of products.

[indiscernible]

We will form part of such Sagicor Group Caribbean through Sagicor Life because Sagicor Trinidad is owned by Sagicor Life. And as Mr. Mousseau articulated earlier, the formation of Sagicor Group Caribbean will own both Sagicor Group Jamaica and Sagicor Life. So all of the Caribbean entities, including the operations in Trinidad, will form under the ownership of Sagicor Group Caribbean.

Pretty interesting. Another question was asking is how come that your people are carrying at least 1,000 in shares to interact with the innovative brokers.

So we do continue to work on initiatives to make it easier for local shareholders. And Althea, perhaps I'll ask you to comment on some of the progress we're making there.

Yes. The intention really is to make it as easy as possible for shareholders. And we find that shareholders who hold a small number of shares have had difficulties in terms of the cost of cashing those shares. We have tried to encourage those who have a direct deposit in the account in Barbados who assist in that. Some people have not taken that offer. But if you own your shares through to a brokerage, the truth is that, that is easier in terms of where you decide at some point to sell the share when and you decide hold your position because there is a facility there that will hold those funds with the broker or transfer to your account as you wish. I think in some cases, you can also keep it in the U.S. dollars. So it is really a question of facility to shareholder as opposed to wanting to get rid of the shareholder. Because if you go to a brokerage account, you are still a shareholder. You're just not on the direct register.

Any questions online, Althea?

No questions here.

Okay. 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 #3, you may vote for or against in respect to the motion. This 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. [Voting]

The polls are now closed with respect to voting on all of 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 that shareholders or properly attending proxy holders may have related to the company. I will ask the Corporate Secretary to review the online procedure for our shareholder question period.

Thank you, Mr. Chair. If you are a shareholder or an authorized proxy holder and would like to ask a question or share a comment please use the messaging platform displayed on your screen. I will read out the questions submitted to the web portal and group similar ones together. If we are unable to address all appropriate questions during today's session, a list of those questions along with the company's answers will be posted on our website Investor Relations page.

Please remember the question guidelines mentioned earlier. Out of courtesy, limit yourself to two brief questions or comments.

Do you want me to see who's going to first so I can give a everyone a chance to answer the question. I have no problem with that. Okay. I'll proceed until someone indicates they want to.

Chair, may I add that we have quite a number of questions online as well.

Please proceed and then we'll go online.

Ms. Hazzard wants to go first with her questions. Okay. A question I didn't get to ask earlier. Mr. Mousseau was talking about -- sorry, John Moore. You were talking about investments for Sagicor. So could you just give a brief summary of those investments that Sagicor has invested in?

I think our asset composition is well documented in the financial statements. We own...

Sorry, investments. Not necessarily asset, but investments.

What do you mean by investments?

Okay. You could have investment in other shares and treasuries and government bonds, annuities.

We primarily own financial assets. The majority of those are bonds. We also have mortgages and other loans. The large majority of our assets are investment-grade assets. The majority of those that are not are the highest quality assets that we can find in investment grade -- in markets that do not themselves enjoy investment-grade ratings.

Okay. And has Sagicor invested in any gold?

Not to my knowledge, no.

Okay. All right. And I guess it's a good thing too because who wants to have a 100% increase in the year. No one needs that. You were talking about your investments in mortgages and bonds. So I don't know if your investment in mortgages leaves any exposure in the private credit market in the U.S., which is now about $2.5 trillion. And again, the Federal Reserve, JPMorgan and other banks are predicting that there will be a crash. There will be a crash in this market because you already have -- because of first financial or challenges, inflation, cyclation, et cetera. You are having a lot of the creditors -- not creditors, the debtors are not paying off on this private credit. So this is going to result in a lot of losses within the next 5 years. So I just want to know if Sagicor has any exposure to the private credit market in the U.S. Canada and the European Union. And if so, what effect could that exposure have on your medium-term financial performance.

That's an excellent question and something that must be top of mind to an insurance team operating in North America. We have a modest exposure to private credit, not through the Canadian subsidiary but through our American one. It is a small but measurable component of our U.S. balance sheet, and depending where you draw the lines around private credit, in the mid-single-digit percentages. Certainly, we're watching it very closely. As with our broader investment philosophy, we have taken a conservative and investment-grade approach. And so much for the same reason that we do not own any gold, which would have been a good bet over the last year or 2, but it's fundamentally these days a speculative asset, we don't own the speculative portion of private credit as well. We are not overly exposed. It's an appropriate piece of our U.S. balance sheet portfolio. And just like yourself, we're watching it very closely.

As I wasn't here earlier, I missed your presentation. I'm not sure if you made a presentation on Sagicor Bank.

Not specifically, no.

No? Okay. But that's included in this group because my question on Sagicor Bank, I'm not an executive, so maybe you can explain to me what a bill in means. And as you explain that, can you explain if Sagicor Bank is under the provisions or any bail in provisions in any jurisdiction in which it operates.

Bail in as your term and not mine and not one I would have used for any of our assets, it's an opportunity, though, for a point of clarity. Right now, the formation of Sagicor Group Caribbean, the sole assets under that will be the companies under Sagicor Group Jamaica and the companies under Sagicor Life, which is a Barbados entity, which then includes Trinidad elsewhere in the Eastern Caribbean. It does not as of yet includes Sagicor Bank Barbados. It does include Sagicor Bank Jamaica, It would be our intent to put Sagicor Bank Barbados to into the mix there eventually. But notionally, the transaction has been structured right now as the coming together of the two life insurance companies. So technically, the Barbados bank is not subject to that contract yet, but we intend to do so over time.

Okay. Because your Chairman probably would be aware of this, under the Canadian Deposit Insurance Corporation, a bail in is when that the bank's depositors or the bank's depositors' deposits are used to bail out the bank, instead of a bail out it's a bail in. So that's why I wanted to know if Sagicor Bank is supervised by the provisions of a bail in.

No. It's supervised by us and by the regulators, but we're not subject to any of those. Althea, do you have any commentary on that?

Online questions?

Yes. There are several online questions. Many of them relate to Sagicor Group Caribbean. [ David Rulz ]. For the Sagicor Group Caribbean Limited merger, is it a new holding company we created to own Sagicor Group Jamaica and Sagicor Life Inc. or will Sagicor Group Jamaica be renamed as Sagicor Group Caribbean and become the new Caribbean holdco?

Right. I believe I answered that. We're forming a new holding company and both will be falling under that.

The question from [ Margaret Nielsen ]. Notwithstanding the need to streamline the company's organizational structure, it seems counterintuitive to give up 100% of SLI and 49% of SGJ for 55% stake in a new entity SGC. How is the 55% determined and what is the anticipated financial impact on SFC?

So the combination was subject to third-party negotiations as appropriate with the independent directors of the Jamaica Group, which was necessitated by the third-party shareholding. I think we've disclosed publicly that the intent is that it would be approximately earnings neutral on the basis of the combination to Sagicor shareholders. So if you expected, one, earnings per share number, the year of close that, that would be materially unaffected before the effect of positive financial impacts from the combination. And obviously, we think that earnings growth will be faster together and that, ultimately, this will be net earnings accretive to SFC shareholders and to Jamaica Group shareholders for that matter.

Another question. Is it contemplated that the shareholders of SFC will be offered shares in Sagicor Group Caribbean in exchange for the SFC shares?

Not at this time, but both entities will be listed and persons will have the opportunity to invest where they like.

Again, a questionable about Sagicor Group Caribbean. The original press release in December 2025 indicates that this transaction was subject to SGJ raising certain financing for the deal. Is it that Sagicor Group Jamaica will be raising certain financing to purchase SLI? Also is it that Sagicor Financial Company will be investing or deploying capital in the Sagicor Group Jamaica to complete the purchase of SLI?

The interpretation there is partially right. There is the intention of the combined Caribbean Group to go for an additional capital raise. The use of proceeds for that capital is not for a purchase, this is really a combination, but it will be into the entities to position them going forward. I think there is a process that will be undertaken this year to explore raising third-party capital. And Sagicor Financial is pleased to stand behind and does intend to invest capital additional incremental into the combined group so that it can be robustly capitalized on its own and well positioned for growth. But thank you, it's a great question.

Do you see opportunity to develop back across synergies from a business integration standpoint under the SGC holdCo structure? In other words, the ability to better offer cross-market financial services across the Caribbean region from Jamaica to the Eastern Caribbean? Is it better cross synergies?

In a word, yes. That's a big part of the commercial logic.

On the digital transformation journey in the Caribbean, how will this be expected to transform and create incremental earnings to FSC shareholders? Also when will some of these initiatives be reflected to the benefit of the wider customer base?

That's a good question, too. The digital transformation will appear in a sense in two places: one where the customers and policyholders can see it and one in the background where they cannot. The piece that will reach policyholders and customers and make it easier to do business with us will have operational efficiencies associated with it, but it will also unlock growth. If you think about a sales force and anything that you can do to relieve their administrative burden and allow them to focus on generating incremental revenue. I think it will drive growth, at the same time, the opportunity to modernize, streamline, digitize systems in the back end and move to a more cost-effective technology structure in terms of third-party vendors and infrastructure costs. It's less about growth and more about margin improvements and improvements to our bottom line. So we see benefits from both.

And another question from [ David Rulz ]. Was the move to recruit David Noel as the COO to FSC a move to support the operational integration of the Sagicor Group Caribbean merger?

So I think there's a question specifically about bringing on David Noel, who joined us in September of last year. Is that right, David? This is certainly a big part of David's mandate. He has become the Chief Transformation Officer of the pro forma organization led by Chris Zacca. And so that certainly has become a big part of David's mandate.

And from [ Herbert ]. With the creation of one Sagicor entity within the Caribbean result in a dilution of Sagicor Financial shares as the former non-Sagicor shareholders in Sagicor Jamaica are compensated or become shareholders in SFC?

Quick answer is no. It's the same answer as what I gave with respect to the expected financial earnings per share. The additional share ownership that we'll have in the combined group will offset the minority interest that will be foregoing in SLI. And then all gains from the combination, we expect to accrue evenly across shareholders.

There are also some questions on Canada. How has the ivari integration been since acquisition? And will appoint a permanent management executive to the role currently held by the SFC CEO?

Very quick here, Althea. Easier when people handle up to the microphone. But changing gears. The integration of what is now Sagicor Canada has been a resounding success. The financial results of that company in the 2 and a bit years that we've owned it have been outstanding. But more than that, as we've had an opportunity to integrate their team into ours into the Sagicor family, we've seen little bits and pieces of collaboration and expertise in terms of the team that has come from that. We just perhaps last year appointed actuary, who is a very talented Canadian actuary who came from the ivari team. And she is spreading her best practices across the organization. Similarly, I can name half a dozen different instances where our teams are working together and some of it is under the North American platform where, as an example, we formed a single underwriting team across the group in our risk and finance expertise. So it's been very positive. With respect to the appointment of a Chief Executive that is not the Chief Executive of Sagicor Financial. And so I'd be speaking in the third person here a little bit. Maybe eventually. We've very recently, as I remarked, appointed a President of our U.S. business. And so it would be the logical outcome from a principal point of view to have a local President or Chief Executive and a Group Chief Executive. I have held a keen interest in the integration process, and I think it's been a positive having the dual role. But I could use more hours in the day, and so we'll take that under consideration.

Chair, I have three more questions. I don't know if you want me to take them now.

Sure. What don't we proceed with these last 3 questions online.

Okay. The SFC CEO mentioned in the Q1 or Q2 2025 earnings call that the company has scaled back a bit on the buyback program as they sought to lead volume on the market and allow for wider market ownership. Is this still the case? Or will the company be more aggressive in buying back shares, especially as corrections arrive in 2026?

So this question relates to repurchasing our shares pursuant to our normal course issuer bid, which I alluded to in an earlier question. It's a matter of the public record that we have not repurchased many shares over the last couple of months, but we intend to renew our ability to do so and would reserve the right to allocate capital to the shares to the extent there were a correction.

Unfortunately, the number keeps growing. Okay. Do you expect the net CSM for Sagicor candidates to continue growing at about 6% annualized subject to market experiences?

On the assumption that 6% is the number that it was last year. What I would say is I wouldn't expect a change in posture. The contractual service margin has grown at a modest pace in our Canadian operation and you see a little bit of volatility around it because we report in U.S. dollars. But it's a modest grower, but it's more than replacing itself.

Okay. Do you see the opportunity to gain additional market share within the annuities market within the U.S.A.? Or is there an opportunity to create additional value from new insurance opportunities?

I'll answer that so Andre can catch his breath. The answer to both parts of that question is yes. The U.S. annuity market is massive. It's the largest in the world. We have a fractional share of that market. We're very well positioned to grow our share in that market. And as Andre was saying earlier, we just hired a President who is extremely capable and well experienced to come in and prepare the company for accelerated growth. So it would be our expectation that we will continue to grow the annuity base in the United States and that we will launch new products over time. We've launched a fixed income annuity product that is in its earliest stages of launch, another very, very significant market in the United States. And over time, we will add additional products. But there is still plenty of room in our core annuity business for us to grow.

Next question. Does the annual assumption review now get reflected as an adjustment to the insurance service expense in a comparable manner to an annual release of strengthening the IFRS 4.

I think it's a highly technical question. We can have that answered on the website after this meeting.

Okay. Does the head office see opportunity to better deploy capital across various subsidiaries or purchase opportunities to assets in the current 2026 financial year?

I think again I'll let Andre catch his breath. But I think we're going to continue to be very opportunistic. Our base case is to continue to invest actively in all of our businesses. And at this moment, we're not fixated on any merger or acquisition candidates. We're very, very intensely involved in completing the merger of our Caribbean businesses, and that will take -- the merger and integration and growth of those businesses. So that will continue to take a lot of our attention through this year and a portion of next year.

And one I hope is the final question, Chair. Will FSC be moving to reallocate more capital from the subsidiary level to the holdco level as it ramps up its annual dividend payment?

I'd say capital management is core to what we do. We do have excess capitalization in each of our each of our operating subsidiaries, and so that's part of the inner workings. But we're pleased to have been able to provide an increase in the quarterly dividend again for the third year in a row.

I would like to extend to our friend on the floor the opportunity to ask one more question and then bring questions to close.

Chair, I only had 30 more but one more.

It could be one very long question

Now this question has two parts. I don't know who will answer it. But this is in relation to [ marco.com ].

We may only answer 1 of the 2 parts, but you can ask both.

Sure. And it's talking about insurance trends. And again, I missed the earlier presentation. So what -- does Sagicor expect any increased regulatory pressures and new compliance checks related to AI or artificial intelligence processes that you may be including in your business?

The answer to the first question is yes.

Yes. Okay. And litigation trends. You do have significant business in the U.S. and Canada, and there is increased litigation around insurance claims, et cetera. And that, of course, increases pressure on your business. So are you currently experiencing this phenomenon of increased litigation? Do you expect -- do you forecast that going forward?

The answer to that question is generally no. The more complete answer to your first question is that we are preparing intensely for AI, including the regulation of AI and will be a very active contributor to any regulatory regime. I'm going to open the floor up to any last questions before we conclude. Could you come to the speaker? Again, we prefer questions from people who haven't asked questions, but we'll take one more.

I was wondering, as a shareholder -- for the balance of the time period, I was wondering about this thing called pension mortgages and probably at a special bursaries. Is that possible? Can shareholders money together? As you know, you say we have millions and billions of dollars on bringing something in the 5 years, which is like 50, 55. We work again come at 60, 65. Would that be possible?

I think what you're describing might be a little bit like what we sell in the U.S. with our annuities products, which are deferred annuities where they make a single payment and then provide value later over time. And those are focused on kind of later working career persons towards early retirees. So we do offer those products. I encourage you to speak to a Sagicor agent.

Thank you. Thank you, everybody, for all of your questions, and some of us will be around after this meeting if your questions haven't been answered. 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 Canada 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. With respect to the resolution regarding the adoption of the company's long-term incentive plan and approval of unallocated awards, I declare this resolution carried. This completes the business of the meeting. On behalf of the entire Board of Directors and the management team of Sagicor, we thank you for your ownership interest and your attendance at the Annual and Special Shareholders Meeting today. Those of you who have joined us physically are invited to share in light refreshments outside. Thank you.