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Aseana Properties Limited Proxy Solicitation & Information Statement 2025

May 15, 2025

10430_rns_2025-05-15_3de12d4c-dc3b-464f-908f-acd0704f035c.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should consult immediately your stockbroker, bank manager, solicitor, accountant or other financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are not in the United Kingdom, another appropriately authorised professional adviser.

If you have sold or transferred all of your holding of Shares, please forward this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was affected for onward transmission to the purchaser or transferee.

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ASEANA PROPERTIES LIMITED

(Incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 94592)

Recommended Proposal regarding the future of the Company

and

Notice of a General Meeting

This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document and the recommendations made by the Board in connection with the Proposal detailed therein.

Implementation of the Proposal described in this document is conditional on the outcome of the votes to be cast by Shareholders at a General Meeting to be held at Level 6M Boardroom, The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia at 4.00 p.m. (9.00 a.m. British Summer Time) on 30 May 2025. The notice of General Meeting is set out at the end of this document.

Shareholders are requested to complete and return their Forms of Proxy as soon as possible. To be valid, Forms of Proxy for use at the General Meeting must be completed and returned in accordance with the instructions printed thereon to the registered office of the Company at 1st Floor, Osprey House, 5-7 Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands by post as soon as possible and, in any event, so as to arrive no later than 4.00 p.m. Malaysia time (9.00 a.m. British Summer Time) on 29 May 2025.

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Page 2

CONTENTS

PART 1 LETTER FROM THE CHAIRMAN OF ASEANA PROPERTIES LIMITED 3

PART 2 DEFINITIONS 8

Appendix Proposed amendments to the Existing Articles 10

NOTICE OF GENERAL MEETING 11


Page 3

PART 1

Letter from the Chairman

ASEANA PROPERTIES LIMITED

(Incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 94592)

Directors:
Leong Kheng Cheong
Dato' Dr Thong Kok Cheong
Lim Tian Huat

Registered office:
1st Floor Osprey House, Old Street
St. Helier
Jersey
JE2 3RG
Channel Islands

14 May 2025

Dear Shareholder

RECOMMENDED PROPOSAL REGARDING THE FUTURE OF THE COMPANY

1 Introduction and background to the Proposal

When the Company was launched in 2007 the Board considered it desirable that Shareholders should have an opportunity to review the future of the Company at appropriate intervals. Accordingly, at shareholder meetings held since 2015, and most recently held on 30 May 2023 (the "2023 General Meeting"), in accordance with the Articles, the Board put forward a resolution to Shareholders to determine if the Company should continue in existence.

At the 2023 General Meeting, Shareholders voted in favour of the Company to continue in existence and to operate in accordance with the divestment investment policy adopted by the Company at the 2015 AGM to enable the controlled, orderly and timely realisation of the Company's assets, with the objective of achieving a balance between periodically returning cash to Shareholders and maximising the realisation value of the Company's investments (the "Divestment Investment Policy"). At that meeting, Shareholders also voted to approve certain amendments to the Articles requiring a further resolution for Shareholders to determine whether the Company should continue, to be proposed at a general meeting of the Company to be held in May 2025 (the "2025 Discontinuation Resolution").

The notice of general meeting appended to this circular convenes that general meeting and this letter seeks to provide you with some further updates and information in relation to the Company to help inform your decision on how to vote on the 2025 Discontinuation Resolution to be proposed at the General Meeting.

2 Company update

Recent Developments and Strategic Priorities

Prior to 1 October 2024, the routine operations of the Group were supervised by the Chairman and the Board (the "Previous Board"), supported by a small team of finance professionals directly engaged to manage the Group's finances and operations. A Divestment Director was


also designated from among the Previous Board members, with a specific focus on selling the Group's remaining assets in accordance with the Divestment Investment Policy (collectively referred to as the "Previous Management Team").

Between July 2024 and December 2024, significant changes occurred in the composition of the Board. These included the departures of Mr Robert Donald Minty (and his alternate director, Mr Mark George Nisbet), Mr Hock Chye Tan, Mr Nicholas John Paris, Mr Thomas Holland, Ms Helen Wong Siu Ming ("Helen Wong") and Ms Clare Mariam Binti Muhiudeen, as well as the appointments of current board members, Dato' Dr Thong Kok Cheong ("Dr Thong") and Mr Lim Tian Huat ("Mr Lim"). The small team of finance professionals and the divestment team also left the Group following Helen Wong's departure.

In the fourth quarter of 2024, the Group was barely operational, having been unable to recruit new professional managers and advisers due to the financial position of the Company at that time. During this period, the proposed sale of the Sandakan Hotel asset and the Harbour Mall Sandakan (together, the "Sandakan Assets") was aborted due to lack of progress with the purchaser (as announced by the Company on 9 October 2024). This led to ICSD Ventures Sdn Bhd ("ICSD"), the owner of the Sandakan Assets and an ultimate subsidiary of the Group, being placed into receivership on 5 November 2024, following a default on a Medium Term Notes programme by Silver Sparrow Berhad ("SSB"), another ultimate subsidiary of the Group, rendering the outstanding principal sum of RM61.0 million (c.US$13.5 million) and accrued interest due and payable immediately.

During the same period, the short-term Directors' Loan (c.US$1.0 million), raised by the Company in March 2024 from Helen Wong, Ms Jenny Lee Gyn Li (spouse of Mr Thomas Holland) and RSMC Investment Inc. (collectively the "Lenders"), was alleged to be in default on 29 November 2024, and the Lenders indicated their intention to apply for an order to foreclose and force sell 30 units at the Ruma Hotel and Residences, owned by Urban DNA Sdn Bhd, an operating subsidiary of the Group.

Both the aforementioned defaulted loans were due and payable immediately. The Group was far from having sufficient cash to meet the repayment demands, as such, is clearly in a financially distressed situation as at end of 2024.

Notwithstanding these challenges, with effect from 16 December 2024, Mr Lim assumed the role of Independent Non-Executive Chairman and Dr Thong as a Non-Executive Director of the Company while Leong Kheng Cheong, Chief Executive Officer of the Company, joined the board with effect from 10 February 2025 (together referred to as the "New Board"). The New Board have made relentless efforts to steer the Company and the Group in the right direction during this critical period and forward in order to preserve value for shareholders.

In light of the above, the business priorities of the Group are therefore preserving its limited cash balances, safeguarding ownership of the remaining assets to prevent destruction of value from distressed force sale activities and critically raising funds and bank refinancing to elevate the Group from its financial distress position. Asset divestment remains a strategic option to the Board, but in a measured manner so as not to compromise shareholder value.

Fund Raising Initiatives and Repayment of Bank Facilities

In light of the Group's financial performance, the need to recapitalise the Group's balance sheet was intensified.

Accordingly, the Company has urgently executed fundraising initiatives comprising the share subscription by the strategic investor, Neuchatel Investment Holdings Limited ("Neuchatel"),

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and the disposal of treasury shares in February 2025 and March 2025 respectively. These initiatives have collectively raised approximately US$6.5 million for the Company.

A significant part of the net proceeds have been used to partially repay the defaulted debt owed by SSB, reducing the outstanding loan principal to RM37.0 million (c.US$8.2 million) to forestall foreclosure actions initiated by the Receivers and Managers of ICSD. The remaining balance of the repayment on the defaulted debt owing by SSB is intended to be sourced through a new debt financing from a local bank, of which the Company is at the stage of finalizing the salient terms of the facility agreement.

The Group is also actively pursuing other new debt re-financing with other financial institutions, and the progress of such discussions are promising which the Group expects to finalise in the next few months.

Outlook

The participation of the strategic investor Neuchatel brings the Group additional resources including business networks and banking relationships. The New Board are working closely with the operating teams of The RuMa Hotel and Residences and Harbour Mall Sandakan and the Group is now gaining momentum to execute plans to re-finance the existing loans, re-open the Sandakan Hotel and further improve the operating performances of The RuMa Hotel and Residences as well as the Harbour Mall Sandakan. These efforts are expected to significantly restructure the Group's debt profile and enhance its underlying profitability and cash flow position. The New Board is seeing promising early progress and is confident that the Group's financial health will be resuscitated and emerge stronger.

3 2025 Discontinuation Resolution

Notwithstanding the obligation on the Board to propose the 2025 Discontinuation Resolution pursuant to the Existing Articles, the Board firmly believes that placing the Company into liquidation (which could be the result of passing the 2025 Discontinuation Resolution) would have a significant adverse impact on Shareholder value for the reasons set out below.

The Company believes that, in the event that the 2025 Discontinuation Resolution is passed, an event of default under the lending covenants of certain of the Company's facility arrangements could be triggered. If an event of default is triggered, the relevant loans would become immediately repayable, and this could result in security given to secure those loans being enforced. This could lead to the banks foreclosing on the Group's loan facilities and the Group's remaining assets being disposed of on behalf of the banks rather than Shareholders at significantly lower prices than anticipated. Further, this could force the Company to enter liquidation due to having insufficient liquid assets to repay the facilities if proceeds from the security that has been enforced are insufficient. The Group does not currently have sufficient available cash to be able to repay the entirety of its loans in the event they are accelerated.

The Company may not be able to achieve full value for the Company's remaining assets if the 2025 Discontinuation Resolution is passed as prospective buyers may seek a reduction to the prices at which they are willing to acquire the assets in the knowledge that: (a) the Board would be under pressure to take steps to wind up the Company as soon as practicable; and/or (b) if the passing of the 2025 Discontinuation Resolution results in an event of default under, and acceleration of, a loan secured by the Group's assets, such security may be enforced and the assets may be realised at a value lower than that which could be expected to be obtained if the assets were sold/offered to the market in the Group's ordinary course of business.

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In light of the severity of the possible consequences for Shareholder value, the Directors are unanimously recommending that you vote AGAINST the 2025 Discontinuation Resolution.

Instead, the Board recommends that Shareholders allow the Company to continue for a further 2 years in order to enable the Company to execute plans which would significantly improve the Group's debt profile and enhance its underlying profitability and cash flow position in the medium term. Asset divestment remains a strategic option to the Board, but in a measured manner so as not to compromise shareholder value.

The Board is clear that enabling the Company to continue, rather than placing the Company into liquidation or seeking a "fire sale" of the Company's portfolio at potentially significantly depressed prices, is in the best interests of the Company and Shareholders as a whole.

In order to implement this proposal, the Existing Articles will need to be amended. A blacklined version of the proposed amendment to the Existing Articles is set out in the Appendix to this circular. The Existing Articles and the amended Articles (together with a comparison document showing the changes between the two) are available for inspection on the Company's website at aseanapropertieslimited.com and during normal business hours on any weekday (public holidays excepted) at the registered office of the Company at 1st Floor, Osprey House, 5-7 Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands.

The Directors are unanimously recommending that you vote FOR the resolution to amend the Existing Articles which will allow the Company to continue until May 2027 and will be proposed as a special resolution.

4 Additional considerations for Shareholders

In connection with the Proposal, Shareholders should be aware of the following additional considerations:

  • there can be no guarantee that the result of implementing the Proposal will provide the returns or realise the capital sought by Shareholders. The Company's investments are illiquid. Accordingly, if they are disposed of they may be disposed at a discount to their current valuations. The eventual disposal price of the Company's remaining assets is unknown, and it is possible that the Company may not be able to realise some investments at any value; and

  • returns of cash will be made at the Directors' sole discretion, as and when they deem that the Company has sufficient assets available to return cash to Shareholders, subject to applicable Jersey law. Shareholders will therefore have little certainty as to when their capital will be returned. Distributions pursuant to the orderly realisation programme are subject, amongst other things, to the Board being able to give the necessary declaration(s) of solvency required by Jersey law. Distributions under the orderly realisation programme are subject to the Board continuing to be satisfied, on reasonable grounds, that the Company will, at the time of distribution and for a period of 12 months thereafter, in respect of each distribution, continue to satisfy the statutory solvency test. Returns of cash may also in certain circumstances be subject, amongst other things, to the Company obtaining the consent of one or more lenders to the Group.

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5 General Meeting

A notice convening the General Meeting, which is to be held at Level 6M Boardroom, The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia at 4.00 p.m. Malaysia time (9.00 a.m. British Summer Time) on 30 May 2025, is set out at the end of this document.

At the General Meeting, the 2025 Discontinuation Resolution will be proposed as an ordinary resolution and will require a vote in favour by Shareholders holding a majority of the Shares represented at the General Meeting, either in person or by proxy, to be validly passed. The Directors are unanimously recommending that you vote AGAINST Resolution 1 (the 2025 Discontinuation Resolution).

Resolution 2 (the proposed amendment to the Existing Articles to allow the Company to continue until May 2027) will be proposed, conditional on the failure of Resolution 1 (the 2025 Discontinuation Resolution), as a special resolution and will require a vote in favour by Shareholders holding not less than two thirds of votes cast in order to be validly passed. The Directors are unanimously recommending that you vote FOR Resolution 2.

Action to be taken by Shareholders

Shareholders are strongly encouraged to exercise their votes on the matters of business at the General Meeting, either by attending the meeting in person, by submitting a proxy appointment and giving voting instructions as set out on the Form of Proxy or CREST members can also vote by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice.

6 Directors' recommendation

The Directors consider that the Proposal is in the best interests of the Company and Shareholders as a whole.

Accordingly, the Directors unanimously recommend that you vote (1) AGAINST Resolution 1 (the 2025 Discontinuation Resolution) to be proposed at the General Meeting and (2) FOR Resolution 2 (to amend the Existing Articles).

Yours faithfully

Lim Tian Huat

Independent Non-Executive Chairman

for and on behalf of

Aseana Properties Limited


Page 8

PART 2

Definitions

The following definitions apply throughout this document unless the context otherwise requires:

"2015 AGM" the Company's annual general meeting held on 22 June 2015
"2025 Discontinuation Resolution" the ordinary resolution required to be proposed at the General Meeting pursuant to the Existing Articles that the Company cease trading as presently constituted
"2023 General Meeting" the general meeting of the Company held in 2023 at which shareholders voted on the continuation of the Company
"Articles" the articles of association of the Company, as amended from time to time
"Board" or "Directors" the directors of the Company from time to time
"Company" Aseana Properties Limited
"CREST" the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & International Limited which facilitates the transfer of title to shares in uncertificated form
"Divestment Investment Policy" the divestment investment policy of the Company adopted on 22 June 2015
"Existing Articles" the Articles in force as at the date of this document
"Form of Proxy" the form of proxy for use by Shareholders in connection with the General Meeting
"General Meeting" the general meeting of the Company to be held on 30 May 2025 at 4.00 p.m. (9.00 a.m. British Summer Time) (or any adjournment thereof), notice of which is set out at the end of this document
"Group" the Company and its subsidiaries from time to time
"Medium-Term Note" the loan note entered into by Silver Sparrow Berhad, a wholly owned subsidiary of the Group, in 2011 amounting to RM61 million plus accrued interest of RM 4.74 million as of 22 October 2024, guaranteed by OCBC Bank (Malaysia) Berhad, Malayan Banking Berhad and Bank Pembangunan Malaysia Berhad, which Silver Sparrow Berhad defaulted on 19 December 2023
"Proposal" the proposal set out in this document to vote against the 2025 Discontinuation Resolution
"Shareholder" a holder of Shares
"Shares" ordinary shares of US$0.05 in the capital of the Company

"United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US$" United States Dollars, the lawful currency of the United States

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Page 10

Appendix

A blacklined version of Article 46 (Duration) of the Existing Articles is set out below, showing the proposed changes to that Article (being the only changes proposed to be made to the Existing Articles) as described in this document.

Article 46: Duration

The Board shall procure that, at a general meeting of the Company to be held in May 20275, an ordinary resolution will be proposed to the effect that the Company shall cease to continue as presently constituted. If, at such meeting, such resolution is passed, the Board shall, within four months of such meeting, convene a general meeting of the Company at which a special resolution shall be proposed requiring the Company to be wound up voluntarily. In connection with, or at the same time as, the proposal that the Company be wound up voluntarily the Board shall be entitled to make proposals for the reconstruction of the Company.


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NOTICE OF GENERAL MEETING

ASEANA PROPERTIES LIMITED

(Incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 94592)

NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Aseana Properties Limited (the "Company") will be held at Level 6M Boardroom, The RuMa Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia at 4.00 p.m. Malaysia time (9.00 a.m. British Summer Time) on 30 May 2025 to consider and, if thought fit, pass the following resolution:

RESOLUTION 1 - ORDINARY RESOLUTION

THAT, the Company shall cease to continue as presently constituted.

RESOLUTION 2 - SPECIAL RESOLUTION

THAT, conditional on the failure of Resolution 1 above, Article 46 of the Company's articles of association as in force at the date of this notice be amended with effect from the date of this Resolution in accordance with the amendments set out in the Appendix to the circular to Shareholders dated 14 May 2025 to which this Notice is attached.

Dated: 14 May 2025

Registered Office
1st Floor, Osprey House
5-7 Old Street
St. Helier
Jersey
JE2 3RG
Channel Islands

By Order of the Board
ICECAP Limited


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Notes:

(a) A member of the Company entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to attend and, on a poll, to vote in his or her place. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion, provided each proxy is appointed to exercise rights attached to different shares.

(b) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be deposited with the Company's registered office at 1st Floor, Osprey House, 5-7 Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands, or at such other place as is specified for that purpose in the notice of the meeting or in the instrument of proxy issued by the Company, so as to be received as soon as possible and, in any event, by no later than 9.00 a.m. (Jersey time (BST) on 29 May 2025 or, in the case of a poll, at least 24 hours before the time appointed for taking the poll and, in default the instrument of proxy shall not be treated as valid.

(c) Details of how to appoint a proxy are set out in the notes to the Form of Proxy.

(d) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). 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.

For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50) no later than 4.00 p.m. Malaysia time (9.00 a.m. British Summer Time) on 29 May 2025 or, in the event of an adjournment of the Meeting, 24 hours (excluding weekends and public holidays) before the adjourned 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.

After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. 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 sponsored member, or has appointed a voting service provider(s), to procure that his/her 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 article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.


(e) Unless a poll is demanded a declaration by the chairman of the General Meeting that a resolution has been carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A resolution put to vote of a meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands, a poll is duly demanded. A proxy may demand, or join in demanding, a poll. At the General Meeting, and as is the usual practice of the Company, resolutions will be put to vote on a poll by the chairman of the General Meeting.

(f) On a poll every member present in person or by proxy shall have one vote for every share of which he is the holder. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members of the Company.

(g) A corporation (whether or not a company within the meaning of the Companies (Jersey) Law 1991 (as amended)) which is a member would, by resolution of its Directors or other governing body, be able to authorise such person as it thinks fit to act as its representative at any meeting of the Company.

(h) As permitted by Article 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, only persons entered on the register of members of the Company not later than 24 hours before the time appointed for the meeting (or any adjournment thereof) are entitled to attend and/or vote at the meeting (or any adjournment thereof) in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend and/or vote at the meeting (or any adjournment thereof).

(i) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given in the Form of Proxy, a proxy may vote or abstain from voting at his or her discretion. If a member selects two or more voting preferences, the member's vote will be discontinued. If members wish to vote differently in respect of different shares, they will need to complete additional Forms of Proxy. A proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matters which are put before the meeting.

(j) To change instructions relating to a proxy, members must submit a new proxy appointment. Any amended proxy appointment received after the time for holding the meeting or any adjourned meeting will be disregarded. If a member submits more than one valid proxy appointment, the latest appointment received prior to the deadline for the receipt of proxies will take precedence.

(k) In order to revoke a proxy instruction, members will need to inform the Company by sending a signed hard copy notice clearly stating their intention to revoke their proxy appointment to the Company. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed by a duly authorised 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 notarially certified copy of such power of attorney) must be included with the revocation notice. The revocation notice must be received by the Company no later than the commencement of the meeting or adjourned meeting at which the vote is given or, in the case of a poll taken more than 24 hours after it has been demanded, before the time appointed for taking the poll. If a member attempts to revoke a proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly before, the member's proxy appointment will remain valid.

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