IRC Limited — Proxy Solicitation & Information Statement 2012

Mar 23, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other appropriate independent professional adviser.

If you have sold or transferred all your shares in IRC Limited (the ‘‘Company’’), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A Chinese translation of this document may be obtained from the Company’s branch share registrar at the address set out below.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 1029)

RE-ELECTION OF DIRECTORS GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

Notices convening the Annual General Meeting (‘‘AGM’’) to be held at the Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 10:00 am on Monday, 16th April, 2012 are set out on pages 12 to 15 of this circular. Whether or not you intend to be present at the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong, no later than 48 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the relevant meeting or any adjournment thereof if you so wish.

23rd March, 2012

CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
APPENDIX I — EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE	5
APPENDIX II — DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED . .	8
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

‘‘Board’’	the board of Directors
‘‘Company’’	IRC Limited, a company incorporated in Hong Kong with limited
	liability, the shares of which are listed on	the Stock Exchange
	(Stock Code: 1029)
‘‘Directors’’	the directors of the Company
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC
‘‘Latest Practicable Date’’	21st March, 2012, being the latest practicable date prior to the
	printing of this circular for ascertaining	certain information
	referred to in this circular
‘‘Listing Rules’’	The Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘PRC’’	The People’s Republic of China
‘‘Share(s)’’	ordinary share(s) of the Company of HK$0.01 each
‘‘Shareholder(s)’’	holder of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited

Note: the figures in US$ are converted into HK$ at the rate of US$1 = HK$7.80 throughout this circular for indicative purposes only.

– 1 –

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 1029)

Board of Directors:

Executive Directors

Mr Jay Hambro Mr Yury Makarov Mr Raymond Woo

Registered office: 6H, 9 Queen’s Road Central Hong Kong

Non-executive Director

Mr Simon Murray, CBE, Chevalier de la Légion d’honneur

Independent Non-executive Directors

Mr Daniel Bradshaw Mr Jonathan Martin Smith Mr Chuang-Fei Li

Company Secretary:

Mr Raymond Woo

23rd March, 2012

Dear Shareholder,

RE-ELECTION OF DIRECTORS, GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders of the Company with requisite information with respect to the resolutions to be proposed at the forthcoming annual general meeting of the Company to be held on Monday, 16th April, 2012 (the ‘‘AGM’’) relating to: (1) the grant of a general mandate to repurchase Shares; (2) the grant of a general mandate to issues Shares; and (3) the re-election of the Directors of the Company who will retire and, being eligible, have offered themselves for re-election at the AGM. Shareholder approval on such proposals will be sought at the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUES SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 12th April, 2011, ordinary resolutions were passed giving general mandates to the Board (i) to repurchase Shares on the Stock Exchange of up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution (‘‘Share Repurchase Mandate’’), and (ii) to allot, issue and otherwise deal with additional Shares up to a limit equal to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution (‘‘Share Issue Mandate’’).

Under the terms of the Companies Ordinance (Chapter 32) of the Laws of Hong Kong (the ‘‘Companies Ordinance’’) and the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’), these general mandates will lapse at the conclusion of the Annual General Meeting for 2012 (the ‘‘AGM’’), unless renewed at that meeting. Resolutions will be proposed at the AGM to renew the mandates to allot or issue new Shares and repurchase Shares.

The purpose of the Share Issue Mandate is to enable the Board to issue additional Shares should that become necessary (for example, in the event that a transaction was required to be completed expeditiously). The 20% limit to the general mandate to issue additional Shares is imposed pursuant to the Listing Rules. No Shares have been repurchased and no Shares have been allotted, issued or otherwise dealt with pursuant to the general mandates.

The board has no present intention to exercise the general mandates to issue additional Shares or repurchase Shares under the ordinary resolution being sought in the AGM to be held on 16th April, 2012.

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,362,000,000 Shares. On the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Board would be authorised under the Share Issue Mandate to allot and issue up to 672,400,000 Shares representing 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM. Similarly, the Board would be authorised under the Share Repurchase Mandate to repurchase up to 336,200,000 Shares, which represent 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM.

The Board considers that it would be in the interests of the Company and the Shareholders if the Share Repurchase Mandate and the Share Issue Mandate are granted. Accordingly, resolutions will be proposed for these mandates. An explanatory statement giving certain information regarding the resolution for the Share Repurchase Mandate, as required under the Listing Rules, is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

In accordance with Article 103 of the Articles of Association of the Company and for compliance with the Code on Corporate Governance Practices (the ‘‘Code’’) set out in Appendix 14 of the Listing Rules: Mr George Jay Hambro and Mr Yury Makarov, Mr Raymond Kar Tung Woo, Mr Chuang-fei Li, Mr Daniel Rochfort Bradshaw, Mr Jonathan Eric Martin Smith and Mr Simon Murray, CBE, Chevalier de la Légion d’honneur shall all hold office until the AGM (collectively, the ‘‘Retiring Directors’’), and being eligible, have offered themselves for re-election.

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LETTER FROM THE BOARD

The particulars of the Retiring Directors offering themselves for re-election, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at the Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, at 10:00 am on Monday, 16th April, 2012 is set out on pages 12 to 15 of this circular.

A proxy form for use at the AGM is enclosed, a copy of which can also be obtained via the website of the Stock Exchange. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar, Tricor Investor Services Limited at 26/F, Tesbury Centre 28 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending in person and voting at the AGM or any adjourned meeting if you so wish.

Your attention is drawn to the information set out in the appendices to this circular.

RECOMMENDATION

The Directors believe that the grant of the Share Issue Mandate and the Share Repurchase Mandate and the re-election of Directors to be proposed at the AGM are in the best interests of the Company and its shareholders. Accordingly, the Board of Directors recommends you to vote in favour of the resolutions to be proposed at the AGM.

By order of the Board Jay Hambro Executive Chairman

Hong Kong, People’s Republic of China

– 4 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This Explanatory Statement includes information required under Rule 10.06(1)(b) of the Listing Rules to be given to the shareholders of the Company in connection with the proposed share repurchase mandate to be granted to the Directors.

(a) Listing Rules

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.

(b) Shareholders’ approval

The Listing Rules provide that all on-market share repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by specific approval of a particular transaction or by a general mandate to the directors of the company to make such repurchases.

(c) Exercise of the Share Repurchase Mandate

As at the Latest Practicable Date, there were 3,362,000,000 ordinary Shares in issue. Subject to the passing of the ordinary resolution approving the Share Repurchase Mandate and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Directors would be authorised under the Share Repurchase Mandate to repurchase a maximum of 336,200,000 Shares, which represent 10% of the then issued share capital of the Company.

(d) Reasons for the Repurchase of Shares

The Directors believe that the Share Repurchase Mandate is in the best interest of the Company and its shareholders. Repurchases may, depending on the circumstances, result in an increase in net assets and/or earnings per Share. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company flexibility to do so if and when appropriate. The timing and the number(s), the price and other terms upon which the Shares are repurchased will be decided by the Directors at the relevant time having regard to the circumstances prevailing at that time.

(e) Source of Funds

Repurchases must be made out of funds which are legally available for such purpose in accordance with all applicable laws of Hong Kong and the Company’s memorandum and articles of association. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the financial year ended 31 December 2011) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level.

– 5 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

(f) Share Prices

The highest and lowest prices at which the Shares had been traded on the Stock Exchange in each of the past twelve months to the Latest Practicable Date were as follows:

	Share Price per share	Share Price per share
	High	Low
	(HK$)	(HK$)
2011
March	1.74	1.47
April	2.42	1.53
May	2.52	1.85
June	2.14	1.67
July	1.96	1.72
August	1.84	1.22
September	1.59	0.91
October	1.33	0.92
November	1.39	1.10
December	1.26	1.05
2012
January	1.24	1.02
February	1.59	1.14
March (up to the Latest Practicable Date)	1.34	1.13

(g) Undertaking

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong. The Directors have also undertaken not to repurchase any Shares if there is less than a minimum of 25% of the total issued share capital of the Company in public hands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, currently intends to sell the Shares to the Company or its subsidiaries in the event that the Share Repurchase Mandate is approved by the shareholders.

No connected person (as defined in the Listing Rules) has notified the Company that it has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make repurchases of Shares.

– 6 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

(h) Hong Kong Code on Takeovers and Mergers

The Directors are not aware of any consequences which the exercise in full of the Share Repurchase Mandate would have under the Hong Kong Code on Takeovers and Mergers.

(i) Shares purchased by the Company

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s Shares during the six months preceding the Latest Practicable Date.

– 7 –

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The particulars of the Directors proposed to be re-elected at the AGM are as follows:

EXECUTIVE DIRECTORS

1. Mr George Jay Hambro

Mr Hambro, 37, is the Executive Chairman of IRC. He began his career as a metals and mining project financier at NM Rothschild and then as an investment banker at HSBC. In 2002 he joined what is now the Petropavlovsk Group and was subsequently appointed Chief Executive Officer of Aricom plc. Following the acquisition of Aricom by Petropavlovsk in 2009, he became the Chief Investment Officer there, a role he relinquished in 2010 to become Executive Chairman of IRC. Mr. Hambro is the son of Peter Hambro, the chairman of the Company’s controlling shareholder, Petropavlovsk PLC.

Mr Hambro is a Fellow of the Institute of Materials, Minerals and Mining and an independent nonexecutive director for Winsway Coking Coal Holdings Limited. He holds a Bachelor of Arts in Business Management.

2. Mr Yury Makarov

Mr Yury Makarov, 37, is the Chief Executive Officer of IRC. He is also the Chairman of the Operations Committee. He began his career at NT Computers as an engineer. In 2002 he joined Aricom as Chief Operating Officer and moved to Petropavlovsk as the Group Head of Operations of the industrial commodities business before taking up his new role at IRC in 2010.

Mr Makarov has served as a commercial director of NT Computers in Moscow with responsibility for sales, service and support. Mr Makarov is a qualified systems engineer with a degree in avionics design and production from the Moscow State Aircraft Technology Institute.

3. Mr Raymond Woo

Mr Woo, 42, is the Chief Financial Officer and the Company Secretary of IRC. Mr Woo is responsible for the financial management of IRC in Russia, China and Hong Kong.

Mr Woo began his career as a certified accountant at Arthur Andersen & Co where he qualified. Subsequently, he was employed in senior positions as an investment banker at ING, CITIC Securities and Credit Suisse. Mr Woo holds a Bachelor of Commerce degree. He is a member of both the Australian Society of Certified Practising Accountants and a fellow of the Hong Kong Institute of Certified Public Accountants. He is also an independent non-executive director of Yuanda China Holdings Limited.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

NON-EXECUTIVE DIRECTOR

1. Mr Simon Murray, CBE, Chevalier de la Légion d’honneur

Mr Murray, 72, is a Non-Executive Director of IRC.

Mr Murray brings considerable Hong Kong and Asia based experience to the Board, from a career spanning Jardine Matheson, his own company Davenham Investments, Hutchison Whampoa as the Group Managing Director, Executive Chairman of Deutsche Bank Group for the Asia Pacific and his current position as chairman of GEMS Limited.

Mr Murray was appointed CBE and awarded the Legion d’honneur of the French Republic. He is also chairman of Glencore International and a director of Cheung Kong Holdings, Greenheart Group.

INDEPENDENT NON-EXECUTIVE DIRECTORS

5. Mr Daniel Rochfort Bradshaw

Mr Bradshaw, 65, is the Senior Independent Non-Executive Director and Chairman of the Health, Safety and Environment Committee. As a Hong Kong lawyer with a specialist shipping practice, he brings considerable legal and logistics experience, having worked for most of his career at Mayer Brown JSM as a solicitor, and currently as a consultant.

Mr Bradshaw holds an LLB and LLM in Law and is a registered solicitor. He is an independent non-executive director of Euronav N.V., and an independent non-executive director of Pacific Basin Shipping (Hong Kong) Limited, a director of Kadoorie Farm and Botanic Garden and a member of the Executive Council of the Hong Kong World Wide Fund for Nature.

6. Mr Jonathan Eric Martin Smith

Mr Martin Smith, 53, is an Independent Non-Executive Director and Chairman of the Remuneration Committee.

Mr Martin Smith founded Smith’s Corporate Advisory, which was sold to Westhouse Holdings Ltd, a UK stockbroker, in 2010. Mr Martin Smith is now Head of Mining at Westhouse. He brings capital markets experience to the Board. Prior to establishing his own firm, Mr Martin Smith worked at UBS, Credit Suisse and Williams de Broe.

Mr Martin Smith has been designated by the UK FSA as an ‘‘approved person’’. He is a graduate of the Royal Military Academy Sandhurst where he served as a British Army officer until 1982.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

7. Mr Chuang-fei Li

Mr Li, 65, is an Independent Non-Executive Director and Chairman of the Audit Committee.

Mr Li worked for Bank of China in London as the Deputy General Manager and the Chief Lending Officer. He was in charge of investment and corporate banking, treasury and capital markets, financial institutions coverage, structured finance, aircraft and shipping finance, syndications, retail banking and auditing. He was instrumental in the establishment of Bank of China International, the first Chinese owned investment banking operation.

Mr Li is a past Fellow of the Asia Centre at Harvard University.

SERVICE AGREEMENTS OF THE DIRECTORS

(a) Executive Directors

Each of Mr Hambro, Mr Makarov and Mr Woo has entered into service agreements with the Company under which they agree to act as Executive Directors of the Company. Their directorships commenced on 25th August, 2010 for an initial term of three years, unless they are terminated by not less than 12 months’ notice in writing given by the Company to the Executive Director, or not less than 6 months’ notice in writing given by the Executive Director to the Company.

The current basic annual salaries of Mr Hambro, Mr Makarov and Mr Woo are US$792,000, US$704,000 and US$528,000 respectively. In addition, each of the Executive Directors is entitled to a discretionary bonus which is normally subject to a cap of 100 per cent. of their basic salary. Their remuneration packages are determined by the Remuneration Committee of the Company by reference to job responsibility, the prevailing market conditions and the performance of the Company.

(b) Non-Executive Director

Mr Murray has signed a letter of appointment to be a Non-Executive Director of the Company for a term of 3 years commencing 16 November 2010, which can be terminated by either party giving three months’ written notice. He is entitled to a director’s fee in the amount of US$104,000 per annum.

(c) Independent Non-Executive Directors

Each of Mr Bradshaw, Mr Martin Smith and Mr Li has signed appointment letters with the Company under which they agree to act as Independent Non-Executive Directors of the Company for an initial term of three years commencing from 21 October 2010, unless terminated by either party giving not less than three months’ notice in writing. Each of the Independent Non-Executive Directors is entitled to a director’s fee in the amount of US$144,000 per annum.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Notes:

• (1) The interests of the retiring Directors in the Shares, if any, within the meaning of Part XV of the SFO as at 31 December 2011 are disclosed in the Directors’ Report contained in the Company’s Annual Report for the year ending 31 December 2011. Their interests remain unchanged as at the Latest Practicable Date.

• (2) Save as disclosed above, the retiring Directors (a) have not held any directorships in other publicly listed companies, whether in Hong Kong or overseas, during the last three years; (b) do not hold any other positions in the Company and its subsidiaries; and (c) do not have any other relationships with any Directors, senior management or substantial or controlling shareholders of the Company.

• (3) The details of the emoluments of the Directors are contained in the Company’s Annual Report for the year ended 31 December 2011.

• (4) The Company’s Articles of Association provide that each Director is required to retire by rotation once every three years and that one-third (or the number nearest to one-third) of the Directors shall retire from office every year at the Company’s AGM. A Director’s specific term of appointment, therefore, cannot exceed three years. Every Retiring Director shall be eligible for re-election at the AGM.

• (5) Save as disclosed above, none of the Directors has any information which is required to be disclosed under Rule 13.51(2)(h)–(v) of the Listing Rules, and there are no other matters relating to the re-election and election of the retiring Directors that need to be brought to the attention of the Company’s shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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(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 Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, at 10:00 am on Monday, 16th April, 2012 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 31st December, 2011;

2. To re-appoint Auditors and authorise the Board of Directors to fix their remuneration;

3. To re-elect the Directors;

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

4. ‘‘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;

• (b) the aggregate nominal amount 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 aggregate nominal amount of the issued share capital of the Company 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

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NOTICE OF ANNUAL GENERAL MEETING

  - (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:

2. (a) subject to paragraph (c) of this Resolution, pursuant to Section 57B 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;

3. (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;

4. (c) the aggregate nominal amount of share capital 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 aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

5. (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

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

‘‘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).

By order of the Board Jay Hambro Executive Chairman

Hong Kong, People’s Republic of China, 23rd March, 2012

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

Head of Communications, IRC Limited Telephone: +852 2772 0007 Mobile: +852 9088 1029 Email: nb@ircgroup.com.hk

IRC Limited

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

Media: Racepoint Limited

Tony Turner Tel: +852 3111 9928 Email: tturner@racepointgroup.com

Monika Yeung Tel: +852 3111 9964 Email: myeung@racepointgroup.com

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

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 Friday, 13th April, 2012 to Monday, 16th April, 2012, 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 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 12th April, 2012.

• (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. Form of proxy must be lodged at the registered office of the Company at 6H, 9 Queen’s Road Central, Hong Kong, not later than 48 hours before the time appointed 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) As at the date of this document, the executive Directors of the Company are Mr Jay Hambro, Mr Yury Makarov, and Mr Raymond Kar Tung Woo. The non-executive Director is Mr Simon Murray, CBE. The independent non-executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-Fei Li.

– 15 –