* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
These shares represent the indirect proportionate interest of the reporting person in 10,000,000 common shares of the issuer held of record by Haverford (Bermuda) Limited, based upon the proportionate contribution of the reporting person to the capital of Haverford (Bermuda) Limited. The reporting person may be deemed to have investment or voting control over Haverford (Bermuda) Limited. These shares are held through a trust for the benefit of others and the reporting person therefore disclaims beneficial ownership of these shares. |
(2) |
These shares represent the indirect proportionate interest of the reporting person in a warrant, to be exercisable for 8,585,747 common shares, held of record by Haverford (Bermuda) Limited, based upon the proportionate contribution of the reporting person to the capital of Haverford (Bermuda) Limited. The reporting person may be deemed to have investment or voting control over Haverford (Bermuda) Limited. The warrant is held through a trust for the benefit of others and the reporting person therefore disclaims beneficial ownership of the warrant. |
(3) |
These Performance Share Units ("PSUs") would vest, subject to the contingency described in note 6 below and the other terms and conditions of the issuer's PSU Plan, on the date shown. |
(4) |
Assumes the issuer will settle these PSUs within three months of the vesting date. |
(5) |
Represents the mid-point of the vesting range described in note 6 below for these PSUs. |
(6) |
Vesting of PSUs is contingent upon the issuer meeting certain fully diluted return-on-equity ("FDROE") goals. Upon vesting, the PSU holder shall be entitled to receive a number of common shares of the issuer (or the cash equivalent, at the election of the issuer) equal to the product of the number of PSUs granted multiplied by a factor based on the issuer's FDROE during the vesting period. The factor will range between zero and two, depending on the FDROE achieved during the vesting period. |