DIRECTORS AND OFFICERS INSURANCE PROPOSAL FOR
FINANCIAL INSTITUTIONS
IF A POLICY IS ISSUED, IT WILL BE ON A CLAIMS MADE BASIS
NOTICE: THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGEMENTS OR SETTLEMENTS
SHALL BE REDUCED BY AMOUNTS INCURRED FOR DEFENCE COSTS. AMOUNTS INCURRED
FOR DEFENCE COSTS SHALL BE APPLIED AGAINST THE RETENTION AMOUNT
The following information must accompany this proposal
(i)
Latest two Annual Reports and Accounts end quarterly consolidated financial statement.
(ii)
Latest 10-K, 10-Q, 8-K, F-2, or Y-6 report (if the Company is publicly traded in the United
States)
(iii) Any offer document/listing particulars published in the last 12 months.
(iv) Copy (certified by corporate secretary) of the indemnification provisions of the charter and/or
the by-laws. Also attach a copy of any corporate standard indemnification agreement.
1.
2.
A.
Name of Financial Institution (proposer should be parent company).
B.
Address of Head Office:
C.
Country of Registration:
Category of financial institution:
Commercial Bank
Building Society
Holding Company
Investment Bank
Merchant Bank
Insurance Company
Investment Company
Other (Specify)
3.
Institution has continually been in operation since:
4.
During the last five years has:
A.
the name of the parent Company been changed?
B.
any acquisition or merger taken place?
C.
any subsidiary company been sold or ceased trading?
D.
the capital structure of the parent Company changed?
If so please give details:
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5.
6.
7.
A.
Has the Company any acquisition, tender offer or merger pending or under consideration?
B.
Is the Company aware of any proposal relating to its acquisition by another Company?
C.
Is the Company intending a new public offering of securities within the next year in the
Hungary or elsewhere?
Is the Company:
A.
Private?
B.
Public?
C.
Listed on any UK stock exchange?
D.
Listed on foreign stock exchanges? - Please specify
E.
Listed on the Unlisted Securities Market?
F.
Traded in any other way? - Please specify.
Please list:
A.
Total number of shareholders
B.
Total number of shares issued
C.
Total number of shares held by Directors and Officers (both direct and beneficial)
D.
All holdings representing 15% or more of the Ordinary Share Capital of the Company giving
the holder and the percentage held by each
8.
A.
Complete list of all Directors of parent company (proposer) by name and affiliation with
any other corporations.
9.
B.
Complete list of all Officers of parent company (proposer) by name and affiliation with any
other corporations.
A.
List of subsidiaries (attach separate sheet if needed):
Name
Business or Type
of Operations
Percentage of
Ownership
Date
(A) Acquired
(C) Created
(D) Domestic
or
(F) Foreign
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B.
Is cover to include all subsidiaries?
YES/NO
If YES, list Directors and Officers of each subsidiary (on separate sheet).
If NO, list Directors and Officers of each subsidiary for which coverage is requested (on
separate sheet).
C.
As an attachment to this proposal please provide an organisational chart showing the
operating structure of the applicant.
D.
Does the proposer have domestic or foreign parent(s)?
YES/NO
If YES, specify names:
10. A.
Which regulatory agencies have examination authority over proposer and over subsidiaries?
B.
List the dates and agencies which performed the last two regulatory examinations.
C.
Have all recommendations or criticisms, if any, of the last examination report been complied
with?
YES/NO
If NO, please explain (attach separate sheet if necessary).
11. A.
Are there any outstanding loans or extensions of credit to any Director or Officer (or any
family member of any Director or Officer) of the proposer or of any subsidiary? YES/NO
B.
Are there any outstanding loans or extensions of credit to any corporations or partnerships in
which a Director or Officer (or any family member of any Director or Officer) or the proposer
or its subsidiaries owns (directly or beneficially) or controls five percent or greater interest?
YES/NO
If question 11A. or 11B. is answered YES, please provide separate schedule of such loans with
the following information.
(i)
(ii)
(iii)
(iv)
name of borrower
type of loan
whether secured or unsecured
outstanding balance
12. Provide details of following insurance for applicant and subsidiaries (where applicable):
Insurance
Limit
Retention
Policy Period
Insurer
A. Financial
Institution Bond
(Primary)
(Excess)
B. Bankers
Professional
Liability
Have any claims been reported under any of the above policies?
YES/NO
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If YES, attach full details.
13. Does the Company or any Director or Officer have Directors and Officers Liability Insurance
currently in force?
YES/NO
If YES, state
A.
Insurer
B.
Indemnity Limit
C.
Expiry Date
D. Have any claim(s) been reported?
If YES, please give details.
14. Has the Company ever had any Insurer decline a proposal or cancel or refuse to renew a
Directors and Officers Liability Insurance?
YES/NO
If YES, please give details:
Questions 15, 16, 17 and 18 are to be completed only if cover is required for claims made in the
United States of America or Canada or claims made elsewhere arising out of the Company’s
operations in the United States of America or Canada.
15. Please give the total gross assets of the Group in North America.
16. A.
B.
17. A.
Please list those subsidiaries in North America that are not wholly owned by the Proposer.
For each Company
- Who owns the minority stock?
Does the Company or any of its subsidiaries have any stock, shares or debentures in North
America?
If YES - On what date was the last offer/tender/issue made?
-
Was the offer subject to The United States Securities Act of 1933 and/or The Securities
Exchange Act of 1934 and/or any amendments thereto?
-
If any stocks or shares are traded in form of ADR’s, please advise:
(i)
Whether they are sponsored or unsponsored?
(ii)
the percentage traded as a total of issued share capital?
(iii) the number of ADR shareholders?
B.
Does the Company or any of its subsidiaries have any debt instruments or commercial paper
in North America?
If YES - please provide details:
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18. Please enclose a copy of the latest 20-F filing made to the USA regulatory authorities.
If not applicable please confirm
19. There has not been nor is there now pending any claim(s) against any person proposed for
insurance in their capacity of either Director or Officer of the proposer or its subsidiaries except as
follows: (attach complete details) (if no claims, check here:
NONE).
20. No Director or Officer has knowledge or information of any act, error or omission which might give
rise to a claim under the proposed policy except as follows: (attach complete details) (if they have
no such knowledge or information, check here:
NONE).
21. Has the proposer, its subsidiaries, or any Directors and Officers been involved in or have any
knowledge of any fact or circumstance involving the following which may give rise to a claim under
the proposed policy?
A.
Been charged in any civil or criminal action or administrative proceeding with a violation of
any law or regulation?
YES/NO
B.
Been involved in any representative actions, class actions, or derivative suits?
YES/NO
(If any of the above are answered YES, attach full details on separate sheet).
22. It is agreed with respect to questions 19, 20 and 21 above that if such knowledge, information or
involvement exists, any claim or action arising therefrom is excluded from this proposed coverage.
23. It is agreed that the proposer and its subsidiaries will file with the insurer, as soon as they become
available, a copy of each registration statement and annual or interim report which the applicant or
its subsidiaries may from time to time file with the Securities and Exchange Commission or any
regulatory agency.
DECLARATION
I declare that the statements and particulars in this proposal are true and that no material facts
have been misstated or suppressed after enquiry. I agree that this proposal, together with any
other information supplied shall form the basis of any Contract of Insurance effected thereon. I
undertake to inform Insurers of any material alteration to those facts occurring before
completion of the Contract of Insurance.
Signed ____________________________________________
To be signed by Chairman/Chief Executive
Company __________________________________________
Date ______________________________________________
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