AFI Properties Ltd. — Regulatory Filings 2011

Jul 11, 2011

Aseana Properties Limited

Resolutions passed at the Annual General Meeting held on Tuesday 14 June 2011 at 10.30am at 12 Castle Street, St Helier, Jersey

The following resolutions were passed as ordinary resolutions at the above AGM:

1. To receive and consider the Company’s Audited Financial Statements, together with the Reports of the Directors and the Auditor for the financial year ended 31 December 2010.
2. To re-elect Mohammed Azlan Hashim who retires by rotation as a Director.
3. To re-elect John Lynton Jones who retires by rotation as a Director.
4. To re-appoint KPMG Audit Plc as Auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company.
5. To authorise the Directors to determine the auditor’s remuneration.

The following resolutions of the Company numbered 6 and 7, were passed as a special resolution and an ordinary resolution respectively, and as Special Business of the AGM:

1. “THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Articles 55 and 57 of the Companies (Jersey) Law 1991 (as amended) to make one or more purchases on the Main Market operated by the London Stock Exchange plc, of its own Shares provided that:

2. the maximum aggregate number of Shares hereby authorised to be purchased is 31,857,000 (representing approximately 14.99 per cent. of the Company's issued ordinary share capital);

3. unless a tender offer is made to all holders of Shares, the maximum price to be paid per Share must not be more than the higher of:
4. 105 per cent. of the average of the middle market quotations for an ordinary share taken from the London Stock Exchange's Main Market for listed securities for the five Business Days immediately preceding the date of repurchase; or
5. if higher, that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC No 2273/2003);
6. unless otherwise renewed, varied or revoked, the authority hereby conferred shall expire 12 months from the date of passing of this resolution; and
7. the Company may make a contract or contracts to purchase the Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of the Shares in pursuance of any such contract or contracts.

7.“THAT, subject to the provisions of its Articles of Association, the Company be and is hereby generally and unconditionally authorised for the purposes of Article 58A of the Companies (Jersey) Law 1991 (as amended) to hold any Shares repurchased under the Share Buyback Authority as treasury shares provided that:

1. the aggregate number of Shares held in treasury does not exceed 10 per cent. of the total number of the Shares in issue at that time; and
2. any treasury shares held by the Company will have the rights and be subject to the restrictions set out under Article 58A of the Companies (Jersey) Law 1991 (as amended).”