Argus Group Holdings Ltd.'s long-delayed annual general meeting will take place on November 8, when the company will urge shareholders to approve proposals that will extricate it from a legal morass caused by an administrative error.

The voluntary suspension of the trading of Argus shares on the Bermuda Stock Exchange, which has been in effect since August 2 this year, is expected to be lifted after the meeting.

The AGM was originally scheduled for July 22, but was postponed because it was brought to the attention of Argus that insufficient notice had been given to shareholders of that AGM due to an administrative error.

Yesterday, Argus made public for the first time details of the legal complexities to which the company had been exposed by the mistake. It described these implications as "disproportionately significant and complicated".

The company added that a Supreme Court order and an amendment to a Private Act, approved by Finance Minister Paula Cox, have gone a long way towards dealing with the problem. Now shareholders' approval is needed to resolve the mess.

Argus Group president and chief executive officer Gerald Simons said: "Due to the legal ramifications arising from inadequate notice that was given to shareholders for the 2010 AGM scheduled for July 22 and, as our investigations revealed, the company's AGMs from 2006 to 2009, as well as the AGMs for the period 1985 to 2002 of its predecessor, Argus Insurance Company Ltd., it was necessary for Argus to apply to the BSX to voluntarily suspend trading of the company's shares until this situation is resolved."

At the AGM Argus will put forward to shareholders proposals the company describes as "the final steps needed to remedy this matter". The legal consequences could have included that certain AGMs of the Argus Group and Argus Insurance Company Ltd. are arguably voidable and any resolutions passed at those meetings potentially invalid.

Also, purported share capital increases of Argus Insurance Company since 1985 and subsequent shares' issues may be challenged on the basis that the increases were approved at a meeting of which inadequate notice had been given.

Thirdly, people who had received shares in Argus Insurance Company since 1985 may arguably have no legal entitlement to be registered as a shareholder and possibly may not have properly become shareholders of the Argus Group following the 2005 Scheme of Arrangement.

The company's board of directors petitioned the Supreme Court. Chief Justice Richard Ground on Tuesday last week, granted an order declaring that the shareholders of Argus Insurance Company had, by virtue of a long course of conduct, waived any defect or irregularity which may have existed in the convening of AGMs of the company and the transaction of any business at those meetings.

The order also approved the Register of Members of Argus Insurance Company as at the date of the 2005 Scheme of Arrangement.

Last Friday Minister Cox agreed to amend the Argus Insurance Company's Act 1961. The amendment will retrospectively nullify the giving of inadequate notice and, as a result, the resolutions approved at any prior AGM, including the increases in Argus Insurance Company's share capital, will stand as valid and binding.

Argus shareholders will now be asked to approve the Private Act amendment and ratify and approve the resolutions of Argus Insurance Company to resolve the matter.

Argus said a proxy statement was mailed to shareholders yesterday.

"While the voluntary suspension of shares has been in place, day-to-day operations of the Argus Group have not been affected in any way and business has continued as usual," Mr. Simons said.

"While the Argus Group is financially in a position to declare and pay a dividend, the board of directors was advised that it would be improper to do so until the matters above are resolved.

"We encourage our shareholders to attend the Company's 2010 Annual General Meeting on November 8, 2010 to approve the final steps needed to resolve this matter. If shareholders are unable to attend in person they should sign and return their proxy as soon as possible."

The AGM will start at 10 a.m. at the new Argus Building, at 14 Wesley Street, Hamilton.