SHANGRI-LA ASIA<0069> - Notices of General Meetings
SHANGRI-LA ASIA LIMITED
(Incorporated in Bermuda with limited liability)
website: http://www.irasia.com/listco/hk/shangrila
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shangri-La Asia Limited (the "Company") will be held at
Taishan Room, Level 5, Island Shangri-La Hotel, Pacific
Place, Supreme Court Road, Central, Hong Kong on Friday, 26
May 2000 at 10:00 a.m. for the following purposes:-
1. To receive and consider the audited accounts and the
reports of the Directors and the Auditors for the year ended
31 December 1999;
2. To declare a final dividend for the year ended 31
December 1999;
3. To re-elect retiring Directors;
4. To fix Directors' fees (including fees payable to
members of the Audit and Remuneration Committees);
5. To re-appoint Auditors and to authorise the Directors
of the Company to fix their remuneration;
6. To consider as Special Business, and if thought fit,
pass with or without amendments the following resolutions
as Ordinary Resolutions:-
A. THAT the Directors of the Company be and are hereby
authorised to appoint Alternate Directors in accordance with
the Bye-Laws of the Company from time to time until the
revocation or variation of this Resolution by an ordinary
resolution of the shareholders of the Company in general
meeting.
B. THAT:-
(a) subject to paragraph (c) below, the exercise by the
Directors of the Company during the Relevant Period (as
hereinafter defined) of all the powers of the Company to
allot and issue additional shares in the share capital of
the Company and to make or grant offers, agreements and
options which would or might require the exercise of such
power be and is hereby generally and unconditionally
approved;
(b) the approval in paragraph (a) above shall authorise the
Directors of the Company during the Relevant Period to make
or grant offers, agreements and options which would or might
require the exercise of such powers after the end of the
Relevant Period;
(c) the aggregate nominal amount of share capital allotted
or agreed conditionally or unconditionally to be allotted
(whether pursuant to an option or otherwise) by the Directors
of the Company pursuant to the approval in paragraph (a)
above, otherwise than pursuant to (i) a Rights Issue (as
hereinafter defined), (ii) the exercise of any conversion
rights attaching to the 2.875 per cent Guaranteed Discount
Convertible Bonds due 2000 issued by Shangri-La Asia Capital
Limited, (iii) the exercise of any option under any share
option scheme or similar arrangement for the time being
adopted for the grant or issue to officers and/or employees
of the Company and/or any of its subsidiaries of shares in
the Company, and (iv) any specific authority, shall not
exceed 20 per cent of the aggregate nominal amount of the
share capital of the Company in issue as at the date of the
passing of this Resolution and the said approval shall be
limited accordingly; and
(d) for the purposes of this Resolution:-
"Relevant Period" means the period from the passing of this
Resolution until whichever is the earlier of:-
(i) the conclusion of the next Annual General Meeting of the
Company;
(ii) the expiration of the period within which the next
Annual General Meeting of the Company is required by the
Bye-Laws of the Company or any applicable laws of Bermuda
to be held; or
(iii) the revocation or variation of this Resolution by
an ordinary resolution of the shareholders of the Company
in general meeting.
"Rights Issue" means an offer of shares open for a period
fixed by the Directors of the Company to holders of shares
on the register on a fixed record date in proportion to their
then holdings of such shares (subject to such exclusions or
other arrangements as the Directors of the Company may deem
necessary or expedient in relation to fractional
entitlements or having regard to any restrictions or
obligations under the laws of or the requirements of any
recognised regulatory body or any stock exchange in any
territory outside Hong Kong).
C. THAT:-
(a) the exercise by the Directors of the Company during the
Relevant Period (as hereinafter defined) of all powers of
the Company to repurchase its own shares on The Stock
Exchange of Hong Kong Limited (the "Stock Exchange") or on
any other stock exchange on which the shares of the Company
may be listed and recognised by the Securities and Futures
Commission of Hong Kong and the Stock Exchange for this
purpose or on the Singapore Exchange Securities Trading
Limited, subject to and in accordance with all applicable
laws and the requirements of the Rules Governing the Listing
of Securities on the Stock Exchange or that of any other stock
exchange as amended from time to time (as the case may be),
be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company
repurchased by the Company pursuant to paragraph (a) above
during the Relevant Period shall not exceed 10 per cent of
the aggregate nominal amount of the share capital of the
Company in issue as at the date of the passing of this
Resolution and the authority pursuant to paragraph (a) above
shall be limited accordingly; and
(c) for the purposes of this Resolution, "Relevant Period"
means the period from the passing of this Resolution until
whichever is the earlier of:-
(i) the conclusion of the next Annual General Meeting of the
Company;
(ii) the expiration of the period within which the next
Annual General Meeting of the Company is required by the
Bye-Laws of the Company or any applicable laws of Bermuda
to be held; or
(iii) the revocation or variation of this Resolution by
an ordinary resolution of the shareholders of the Company
in general meeting.
D. THAT:-
Conditional upon the passing of Resolution No. 6C, the
general mandate granted to the Directors of the Company and
for the time being in force to exercise the powers of the
Company to allot shares be and is hereby extended by the
addition to the aggregate nominal amount of the share capital
which may be allotted or agreed conditionally or
unconditionally to be allotted by the Directors of the
Company pursuant to such general mandate of an amount
representing the aggregate nominal amount of the share
capital of the Company repurchased by the Company under the
authority granted by the resolution set out as Resolution
No. 6C, provided that such amount shall not exceed 10 per
cent of the aggregate nominal amount of the share capital
of the Company in issue as at the date of the passing of this
Resolution.
By Order of the Board
Ko Sau Lai
Company Secretary
Hong Kong, 7 April 2000
Head Office and Principal Place of
Business in Hong Kong:
21st Floor
CITIC Tower
No. 1 Tim Mei Avenue
Central
Hong Kong
Notes:-
1. Every member entitled to attend and vote at the meeting
convened by this notice (the "Meeting") is entitled to
appoint up to two individuals as his proxies to attend and
vote instead of him. Where a member appoints two proxies to
represent him, the form of proxy must clearly indicate the
number of shares in the Company ("Shares") which each proxy
represents and which proxy is designated as the voting proxy.
If two proxies are appointed, only the voting proxy will be
entitled to cast the member's vote(s): (a) on a show of hands;
(b) if both proxies purport to cast the member's vote(s) in
a different manner; and (c) on the exercise of a discretion.
A proxy need not be a member of the Company. The number of
proxies appointed by a Clearing House (or its nominee) (as
defined in the Company's Bye-Laws) is not subject to the
aforesaid limitation. If a member fails to specify the number
of Shares which each proxy represents and/or the name of the
voting proxy then, subject to the absolute discretion of the
Chairman of the Meeting to decide otherwise, the member shall
be deemed to have appointed the first-named proxy as his
voting proxy and that such first-named proxy shall represent
all the Shares held by him.
2. Subject to note 1 above in relation to a Clearing House,
a member may only have one form of proxy valid at any one
time and if a member submits more than one form of proxy,
the last form of proxy received in the manner described in
note 4 below shall be treated as the only valid form of proxy.
3. Where there are joint registered holders of any Share,
any one of such persons may vote at the Meeting, either
personally or by proxy, in respect of such Share as if he
were solely entitled thereto; but if more than one of such
joint holders be present at the Meeting personally or by
proxy, that one of the said persons so present whose name
stands first on the register of members in respect of such
Share shall alone be entitled to vote in respect thereof.
Several executors or administrators of a deceased member in
whose name any Share stands first will for this purpose be
deemed joint holders thereof.
4. In order to be valid, the form of proxy, together with
the power of attorney or other authority (if any) under which
it is signed (or a notarially certified copy of that power
or authority), must be deposited at the Company's share
registrars in Hong Kong, Abacus Share Registrars Limited,
at 2401 Prince's Building, Central, Hong Kong, not less than
48 hours before the time appointed for holding the Meeting
(or any adjournment thereof).
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