NAIBU GLOBAL INTERNATIONAL COMPANY PLC
Naibu Global International Company Plc
Registered company no 109676 (the Company)
Notice of annual general meeting
Notice is hereby given that the annual general meeting of the Company (the AGM) will be held at the offices of Daniel Stewart & Company Plc at Becket House, 36 Old Jewry, London, EC2R 8DD on 30
June 2014 at 11am to consider and, if thought fit, pass, with or without amendments, the following resolutions to be proposed as ordinary resolutions:
Ordinary business
That the accounts of the Company for the financial year ended 31 December 2013, together with the reports of the Directors and auditor thereon, be and are hereby received.
2 Appointment of auditorsThat Crowe Clark Whitehill LLP (the Auditor) be and are hereby re-appointed as auditor of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting of the Company.
3 Remuneration of auditors
That the Directors be and are hereby authorised to determine the remuneration of the
Auditor.
That conditional upon the Condition being satisfied by 12 August 2014, a final dividend for the year ended 31 December 2013 of 4p per Share payable on 15 August 2014 to Members on the Register at the close of business on 4 July 2014 be and is hereby declared.
For the purposes of this resolution 4, the "Condition" is the receipt by the Company of the requisite approvals from the Chinese authorities to transfer the total cash funds required to the pay the dividend to those shareholders electing to receive their dividend in cash out of the People's Republic of China to Jersey and the Condition shall be deemed to be satisfied upon these approvals being given and the funds arriving in Jersey for distribution to shareholders.
That conditional upon the passing of resolution 6 below, the Directors be and are hereby authorised pursuant to Article 36A of the Company's Articles of Association to offer the
1
holders of Shares the right to elect to receive an allotment of new Shares created as fully paid, instead of cash, in respect of all (or some part of) the dividend referred to at resolution
4 above on the terms and conditions set out in the circular and accompanying booklet
(entitled Scrip Dividend Alternative Booklet - Terms and Conditions) sent to Members today.
Dated 3 June 2014
By order of the board
…………………………………… For and on behalf of Bedell Secretaries Limited
Company Secretary
2
Explanatory Notes on the business to be conducted at the annual general meeting
Resolution 1
The directors of the Company (the Directors) are required to lay the Company's accounts and related reports before the members at the AGM.
Resolutions 2 and 3
Crowe Clark Whitehill have expressed their willingness to continue to act as auditors to the Company. We are asking shareholders to reappoint them until the next annual general meeting of the Company. It is normal practice for a company's directors to be authorised to agree how much the auditors should be paid and Resolution 3 grants this authority to the Directors.
Resolutions 4 and 5
A final dividend can only be paid if it is recommended by the directors and approved by the shareholders at a general meeting. The directors propose that a final dividend of 4p per ordinary share be paid on 15 August 2014 to ordinary shareholders who are on the Register of Members at the close of business on 4 July 2014. Shareholders are being offered the option to receive new ordinary shares in the Company as an alternative to cash in respect of this dividend, subject to Resolution 5 being passed.
For the purposes of this resolution 4, the "Condition" is the receipt by the Company of the requisite approvals from the Chinese authorities to transfer the total cash funds required to the pay the dividend to those shareholders electing to receive their dividend in cash out of the People's Republic of China to Jersey and the Condition shall be deemed to be satisfied upon these approvals being given and the funds arriving in Jersey for distribution to shareholders.
Under the Company's Articles of Association, the directors may, with the authority of the Company in general meeting, offer to holders of ordinary shares the opportunity to elect to receive dividends in the form of new ordinary shares instead of cash. The directors wish to exercise this authority provide a Scrip Dividend Alternative on the terms and conditions described in the circular and accompanying booklet (entitled Scrip Dividend Alternative Booklet - Terms and Conditions) sent to shareholders today. The directors believe that the offer of the Scrip Dividend Alternative is advantageous to shareholders and allows shareholders to increase their shareholding in the Company in a simple
manner without paying dealing costs or stamp duty.
3
Notes to the Notice of the Annual General Meeting
Definitions
Unless the context requires otherwise, definitions contained in the Company's Articles of Association shall have the same meaning when used in the Notice of the Annual General Meeting (including the notes thereto) and in the proxy form.
Eligibility to vote
Pursuant to the Articles of Association of the Company and Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those members registered on the Company's register of members at:
- 6 p.m. on 28 June 2014; or
- if the AGM is adjourned, at 6 pm on the day two days prior to the adjourned meeting,
shall be entitled to attend and vote at the AGM. Changes to entries on the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Proxies
A member entitled to attend and vote at the meeting may appoint a proxy or proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights.
Appointment of proxy using hard copy proxy form
A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy. The notes to the proxy form explain how to direct your proxy on how to vote on each resolution or withhold your vote.
To appoint a proxy using the proxy form, the form must be:
- completed and signed;
- sent or delivered to Equiniti (Jersey) Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA; and
- received by Equiniti (Jersey) Limited no later than 11 a.m. on 28 June 2014 (being 48 hours before the meeting).
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
4
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Appointment of proxies through CREST
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual.
CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual which can be viewed at www.euroclear.com. The message must be transmitted so as to be received by the issuer's agent (ID: 7RA01) by 11 a.m. on 28
June 2014 (being 48 hours before the meeting).
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or CREST Sponsored Member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Part 4 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
Issued shares and voting rights
As at 30 May 2014 (being the latest practicable date prior to printing this document) the Company's issued share capital comprised 58,576,611 Ordinary Shares of no par value. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 30 May 2014 (being the last practicable date prior to the
publication of this Notice) was 58,576,611.
5
Naibu Global International Company Plc
Registered company no 109676 (the Company)
Proxy form
1
I/We
……………………………………………………………………………………
of ……………………………………………………………………………………
being a member/members of the Company and the holder/holders of
2
……………………………………………………..…….... (number of ordinary shares)
3
appoint as my/our proxy
……………………………………………………………………………………………..
4
or in his/her absence
1
Full name(s) and address(es) (as appearing in the Company's register of members) to be inserted in BLOCK LETTERS.
In the case of joint holdings, the names of all holders (as appearing in the Company's register of members) must be inserted.
2
If multiple proxies are to be appointed, insert the number of your shares in respect of which a proxy is to be
appointed and complete multiple forms as necessary duplicates of which can be obtained from the Company.
3
Insert name of the desired proxy in the spaces provided. If you wish to appoint the chairperson, write "The
chairperson".
4
If desired, insert name of an alternate proxy, should the initial appointee be unable to attend the meeting.
6
……………………………………………………………………………………………..
at the annual general meeting of the Company to be held at the offices of Daniel Stewart & Company Plc at Becket House, 36 Old Jewry, London, EC2R 8DD on 30 June 2014 at 11 a.m. and at any adjournment of that meeting.
Please indicate with a tick mark in the spaces opposite to each resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting pursuant to the other items of business referred to in the notice convening the meeting.
Resolutions For Against Abstain
1 | That the accounts of the Company for the financial year ended 31 December 2013, together with the reports of the Directors and auditor thereon, be and are hereby received. | □ | □ | □ |
2 | That Crowe Clark Whitehill (the Auditor) be and are hereby re-appointed as auditor of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting of the Company. | □ | □ | □ |
3 | That the Directors be and are hereby authorised to determine the remuneration of the Auditors. | □ | □ | □ |
4 | That conditional upon the Condition being satisfied by 12 August 2014, a final dividend for the year ended 31 December 2013 of 4p per Share payable on 15 August 2014 to Members on the Register at the close of business on 4 July 2014 be and is hereby declared. For the purposes of this resolution 4, the "Condition" is the receipt by the Company of the requisite approvals from the Chinese authorities to transfer the total cash funds required to the pay the dividend to those shareholders electing | □ | □ | □ |
7
to receive their dividend in cash out of the People's Republic of China to Jersey and the Condition shall be deemed to be satisfied upon these approvals being given and the funds arriving in Jersey for distribution to shareholders. | ||||
5 | That conditional upon the passing of resolution 6 below, the Directors be and are hereby authorised pursuant to Article 36A of the Company's Articles of Association to offer the holders of Shares the right to elect to receive an allotment of new Shares created as fully paid, instead of cash, in respect of all (or some part of) the dividend referred to at resolution 4 above on the terms and conditions set out in the circular and accompanying booklet (entitled Scrip Dividend Alternative Booklet - Terms and Conditions) sent to Members today. | □ | □ | □ |
Dated 3 June 2014
………………………............... ………………………………..
Signature of shareholder Signature of joint-shareholder, if any
Or
Signed for and on behalf of
[Name of Company]
Signature
Print name
Title
8
Proxy instructions
What happens if you do not follow these instructions?
1 If you do not follow these instructions, any instrument you make appointing a proxy may be invalid.
Eligible members
2 If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy or proxies to vote on your behalf.
3 A proxy need not be a member of the Company.
If you complete a proxy form, can you still attend and vote at the meeting?
4 Completion of a proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.
Multiple proxies
5 If you are a member entitled to cast two or more votes at the meeting, you may appoint two or more proxies and may specify the proportion of votes each proxy is appointed to exercise. If no proportion or number is specified, only the first form received by the Company will be accepted or, if all forms are received at the same time, the chairperson of the meeting may decide at his sole discretion which form to accept.
Joint shareholders
6 In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).
How to appoint a proxy
7 If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney.
8 If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation's common seal; (ii) not under the corporation's common seal but otherwise in accordance with its articles of association or constitution; or (iii) under the hand of the corporation's authorised attorney.
Delivery of proxy form to Company
9 For an appointment of a proxy to be effective using this form, the form must be:
9
(a) completed and signed;
(b) sent or delivered (together with, if the proxy form is signed by your attorney, the authority under which it was signed or a certified copy of the authority) to Equiniti (Jersey) Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA; and
(c) received by Equiniti (Jersey) Limited no later than 11 a.m. on 28 June 2014 (being 48 hours before the meeting) or if the meeting is adjourned, at least 48 hours before the time for the holding of the meeting at which the proxy proposes to vote.
10 If a poll is to take place within 48 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documents may be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded.
Changing proxy instructions
11 To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions and any amended proxy appointment received after the relevant cut-off time will be disregarded.
12 Where you have appointed a proxy and would like to change the instructions, please contact
Equiniti (Jersey) Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
13 If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
14 In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Equiniti (Jersey) Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the
revocation notice.
10
|
distributed by
|
