Techtronic Industries : Annual General Meeting Held on 18 May 2018 - Poll Results

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TECHTRONIC INDUSTRIES CO. LTD.

創科實業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 669)

ANNUAL GENERAL MEETING HELD ON 18 MAY 2018

POLL RESULTS

The poll results in respect of the resolutions proposed at the annual general meeting (the "AGM") of Techtronic Industries Company Limited (the "Company") held at Plaza Meeting Room, Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on 18 May 2018 were as follows:

RESOLUTIONS PROPOSED AT THE AGM		NO. OF SHARES (%)
		FOR	AGAINST
1.	To receive and consider the audited Statement of Accounts and the Reports of the Directors and Auditors for the year ended 31 December 2017.	1,559,456,220 (99.97%)	522,000 (0.03%)
2.	To declare a final dividend of HK39.75 cents per share for the year ended 31 December 2017.	1,562,629,427 (100.00%)	0 (0.00%)
3.	(a) To re-elect Mr. Stephan Horst Pudwill as Group Executive Director.	1,453,319,342 (93.78%)	96,367,485 (6.22%)
(b) To re-elect Mr. Frank Chi Chung Chan as Group Executive Director.	1,463,390,552 (93.74%)	97,695,275 (6.26%)
(c) To re-elect Prof. Roy Chi Ping Chung GBS BBS JP as Non-executive Director.	1,424,382,327 (91.15%)	138,247,100 (8.85%)
(d) To re-elect Mr. Christopher Patrick Langley OBE as Independent Non-executive Director.	818,674,834 (52.91%)	728,647,593 (47.09%)
(e) To authorize the Board of Directors of the Company to fix the Directors' remuneration for the year ending 31 December 2018.	1,498,248,023 (99.74%)	3,923,574 (0.26%)
4.	To re-appoint Deloitte Touche Tohmatsu as Auditors of the Company and authorize the Board of Directors to fix their remuneration.	1,551,341,024 (99.28%)	11,222,828 (0.72%)
5.	To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding (i) in the case of an allotment and issue of shares for cash, 5% of the aggregate nominal amount of the share capital of the Company in issue at the date of the resolution and (ii) in the case of an allotment and issue of shares for a consideration other than cash, 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the resolution (less any shares allotted and issued pursuant to (i) above).	718,408,210 (45.97%)	844,221,217 (54.03%)
6.	To grant a general mandate to the Directors to buy back shares not exceeding 10% of the share capital of the Company in issue at the date of the resolution.	1,562,266,871 (99.99%)	177,000 (0.01%)
7.	Conditional on the passing of Resolution Nos. 5 and 6, to grant a general mandate to the Directors to add the shares bought back pursuant to Resolution No. 6 to the amount of issued share capital of the Company which may be allotted pursuant to Resolution No. 5.	825,782,269 (52.85%)	736,847,158 (47.15%)

As more than 50% of the votes were cast in favour of Resolutions No. 1 to No. 4 and No. 6, the aforesaid resolutions were duly passed as ordinary resolutions.

As less than 50% of the votes were cast in favour of Resolution No. 5, such resolution was not passed at the AGM. In this connection, given the condition for passing Resolution No. 7 was not fulfilled, Resolution No. 7 is considered as not passed at the AGM though more than 50% of the votes were cast in favour thereof.

As at the date of the AGM, the issued share capital of the Company was 1,834,321,941 shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions proposed at the AGM. At the AGM, all proposed resolutions were taken by poll voting. There were no restrictions imposed on the shareholders of the Company casting votes on any resolutions proposed at the AGM. In addition, none of the shares entitled the holders to attend the AGM and abstain from voting in favour of the resolutions proposed at the AGM, and no shareholder of the Company was required to abstain from voting on the resolutions proposed at the AGM.

Messrs. Deloitte Touche Tohmatsu, the auditor of the Company, have acted as the scrutineer and compared the poll results summary to the poll forms collected and provided by the Company. The work performed by Messrs. Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

No parties have stated any intention in the circular of the Company dated 10 April 2018 that it would vote against or abstain from voting on any of the resolutions proposed at the AGM.

By order of the Board

Techtronic Industries Company Limited

Veronica Ka Po Ng Company Secretary

Hong Kong, 18 May 2018

As at the date of this announcement, the Board comprises five Group Executive Directors, namely, Mr. Horst Julius Pudwill (Chairman), Mr. Stephan Horst Pudwill (Vice Chairman), Mr. Joseph Galli Jr. (Chief Executive Officer), Mr. Patrick Kin Wah Chan and Mr. Frank Chi Chung Chan, two Non-executive Directors, namely, Prof. Roy Chi Ping Chung GBS BBS JP and Mr. Camille Jojo and five Independent Non-executive Directors, namely, Mr. Christopher Patrick Langley OBE, Mr. Manfred Kuhlmann, Mr. Peter David Sullivan, Mr. Vincent Ting Kau Cheung and Mr. Johannes-Gerhard Hesse.