Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
POLL RESULTS OF THE 2013 ANNUAL GENERAL MEETING
The board of directors (the "Board") of NagaCorp Ltd. (the "Company") is pleased to announce that all the resolutions proposed at the annual general meeting (the "AGM") of the Company held on 24 May 2013 as set out in the notice of the AGM dated 19 April 2013 (the "Notice") were duly passed by the shareholders as ordinary resolutions by way of poll.
As at the date of the AGM, the number of issued shares of the Company was 2,282,078,875 shares, which was the total number of shares entitling the holders to attend and vote for or against all resolutions at the AGM. There were no shares entitling the holders to attend and abstain from voting in favour at the AGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
No shareholder of the Company was required under the Listing Rules to abstain from voting on the resolutions at the AGM. No person indicated in the circular containing the Notice gave the intention to abstain from voting on or vote against any of the resolutions at the AGM.
The share registrar of the Company, Computershare Hong Kong Investor Services Limited, was appointed as scrutineer at the AGM for the purpose of vote-taking.
The poll results are as follows:
Ordinary Resolutions | Number of Votes (approximate %) | ||
Ordinary Resolutions | For | Against | |
1. | To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2012 (the "Year End"). | 1,695,837,131 (99.96%) | 734,000 (0.04%) |
* For identification purpose only
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Ordinary Resolutions | Number of Votes (approximate %) | |||
Ordinary Resolutions | For | Against | ||
2. | To declare a final dividend for the Year End. | 1,696,571,131 (100%) | 0 (0%) | |
3. | To re-elect the directors who have retired by rotation in accordance with Article 87(1) of the articles of association of the Company: | |||
i. | Tan Sri Dr Chen Lip Keong as an executive director of the Company. | 1,613,755,639 (95.12%) | 82,815,492 (4.88%) | |
ii. | Tan Sri Datuk Seri Panglima Abdul Kadir Bin Haji Sheikh Fadzir as an independent non-executive director of the Company. | 1,684,524,304 (99.29%) | 12,046,827 (0.71%) | |
iii. | Mr. Lim Mun Kee as an independent non- executive director of the Company. | 1,691,412,304 (99.70%) | 5,158,827 (0.30%) | |
4. | To approve the directors' remuneration for the Year End and to authorize the board of directors to fix directors' remuneration for the year ending 31 December 2013. | 1,692,577,131 (100%) | 0 (0%) | |
5. | To re-appoint BDO Limited as auditor and authorize the board of directors to fix its remuneration. | 1,695,837,131 (99.96%) | 734,000 (0.04%) | |
6(A). | To give a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company.(Note) | 1,193,962,204 (70.38%) | 502,608,927 (29.62%) | |
6(B). | To give a general mandate to the directors to repurchase shares not exceeding 10% of the issued share capital of the Company.(Note) | 1,691,843,131 (99.96%) | 734,000 (0.04%) | |
6(C). | Subject to the passing of Ordinary Resolutions Nos. 6(A) and (B), to extend the authority given to the directors pursuant to Ordinary Resolution No. 6(A) to issue shares by adding to the issued share capital of the Company the number of shares repurchased under Ordinary Resolution No. 6(B).(Note) | 1,241,477,313 (73.18%) | 455,093,818 (26.82%) |
Note: The summary herein is for reference only. For details, please refer to the full text of the relevant resolution set out in the Notice.
By Order of the Board
NagaCorp Ltd. Timothy Patrick McNallyChairman
Hong Kong, 24 May 2013
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As at the date this announcement, the directors of the Company are:
Executive Directors
Tan Sri Dr Chen Lip Keong, Philip Lee Wai Tuck and Chen Yepern
Non-executive Director
Timothy Patrick McNally
Independent Non-executive Directors
Tan Sri Datuk Seri Panglima Abdul Kadir Bin Haji Sheikh Fadzir, Lim Mun Kee and
Michael Lai Kai Jin
Please also refer to the electronic version of this announcement on the Company's website www.nagacorp.com, www.irasia.com and the website of The Stock Exchange of Hong Kong Limited.
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