IRC Limited — AGM Information 2014

Apr 9, 2014

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.

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(a company incorporated in Hong Kong with limited liability)

(Stock code: 1029)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (‘‘AGM’’) of the shareholders of IRC Limited (the ‘‘Company’’) will be held at the Admiralty Conference Centre 1804B, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 3:00 p.m. on Wednesday, 14 May 2014 for the following purposes:

1. To receive and consider the reports of the Directors and the Auditors together with the Statement of Accounts for the year ended 31 December 2013;

2. To re-appoint Messrs Deloitte Touche Tohmatsu as Auditor and authorise the Board of Directors to fix their remuneration;

3. To re-elect the following Retiring Directors:

   • (a) Mr Yury Makarov;

   • (b) Mr Simon Murray, CBE Chevalier de la Légion d’honneur; and

   • (c) Mr Jonathan Martin Smith.

and, by way of special business, to consider and, if thought fit, pass the following Resolutions as Ordinary Resolutions:

1. ‘‘THAT:

   • (a) subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase Shares of the Company be and is hereby generally and unconditionally approved;

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• (b) the aggregate number of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly;

• (c) for the purpose of this Resolution, ‘‘Relevant Period’’ means the period from the date of passing this Resolution until whichever is the earliest of:

  • (i) the conclusion of the next Annual General Meeting of the Company; or

  • (ii) the expiration of the period within which the next Annual General Meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of Hong Kong; or

  • (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and’’

1. ‘‘THAT:

   • (a) subject to paragraph (c) of this Resolution, pursuant to Section 141 of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

   • (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue, (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officer and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20 per cent. of the number of Shares of the Company in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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(d) for the purpose of this Resolution:

‘‘Relevant Period’’ means the period from the date of passing this Resolution until whichever is the earliest of:

• (i) the conclusion of the next Annual General Meeting of the Company; or

• (ii) the expiration of the period within which the next Annual General Meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of Hong Kong; or

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting; and

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors of the Company to holders of Shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside of Hong Kong).’’

1. ‘‘THAT: subject to the passing of Resolutions 4 and 5 set out in the notice of this meeting, the total number of shares of the Company which are repurchased or otherwise acquired by the Company pursuant to Resolution 4 shall be added to the total number of shares of the Company which may be issued pursuant to Resolution 5.’’

and, to consider and, if thought fit, pass, the following Resolution as a Special Resolution:

1. ‘‘THAT:

with effect from the conclusion of the Annual General Meeting of the Company at which this resolution is passed, the adoption of the proposed new Articles of Association of the Company, as set out in Appendix IV of the circular of the Company dated 9 April 2014, a copy of which is tabled at the meeting and marked ‘‘X’’ and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved.’’

By order of the Board G. Jay Hambro Executive Chairman

Hong Kong, People’s Republic of China, 9 April 2014

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This document is available for reference at the Company’s website, www.ircgroup.com.hk and at the website of the Stock Exchange of Hong Kong at www.hkexnews.hk.

For further information please visit www.ircgroup.com.hk or contact:

Nicholas Bias Shirly Chan (中文查詢) Head of Communications Investor Relations Co-Ordinator Telephone: +852 2772 0007 Telephone: +852 2772 0007 Mobile: +852 9088 1029 Mobile: +852 6623 3450 Email: nb@ircgroup.com.hk Email: sc@ircgroup.com.hk

IRC Limited

6H, 9 Queen’s Road Central Hong Kong Tel: +852 2772 0007 Website: www.ircgroup.com.hk

Notes:

• (1) Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The Chairman of the forthcoming AGM will therefore put each of the resolutions to be proposed at the AGM to be voted by way of poll pursuant to the Company’s Articles of Association.

• (2) The register of shareholders will be closed from Tuesday, 13 May 2014 to Wednesday, 14 May 2014, both days inclusive. In order to qualify for attending and voting at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Monday, 12 May 2014.

• (3) A shareholder of the Company entitled to attend and vote at the above AGM is entitled to appoint one or more proxies to attend and on a poll, to vote instead of him. A proxy need not be a member. Forms of proxy must be lodged with the Company’s Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 48 hours before the time fixed for holding the AGM. Completion and lodging of a form of proxy will not preclude a member from attending and voting at the AGM (or any adjournment thereof) should the member so wish.

• (4) Brief biographical details of all Directors who offer themselves for re-election or election (as the case may be) at the AGM are set out in Appendix II to the Circular of which this notice forms part.

• (5) As regards item 7 in relation to the adoption of the New Articles of Association of the Company, details of the proposed major changes compared to the Articles of Association are set out in Appendix III to the Circular of which this notice forms part. This resolution is required under sections 88 and 89 of the Companies Ordinance. The New Articles of Association of the Company is written in English. The Chinese version of the same is a translation for reference only. Should there be any discrepancies, the English version will prevail.

• (6) If Typhoon Signal No.8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force at any time between 1:00 p.m. and 5:00 p.m. on the date of the AGM, then the AGM will be postponed and the shareholders will be informed of the date, time and venue of the postponed meeting by a supplementary notice, posted

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on the Company’s website (www.ircgroup.com.hk) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). If Typhoon Signal No.8 or above or a Black Rainstorm Warning Signal is cancelled at or before 1:00 p.m. on the date of the AGM, and where conditions permit, the AGM will be held as scheduled.

The AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force.

Shareholders should decide on their own whether they would attend the 2014 AGM under bad weather condition bearing in mind their own situations and, if they do so, they are advised to exercise care and caution.

• (7) As at the date of this document, the executive Directors of the Company are Mr G. Jay Hambro, Mr Yury Makarov, and Mr Raymond Kar Tung Woo. The non-executive Directors are Mr Simon Murray, CBE Chevalier de la Légion d’honneur, Mr Cai Sui Xin and Mr Liu Qingchun. The independent non-executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-Fei Li.

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