IRC Limited — Declaration of Voting Results & Voting Rights Announcements 2012

Apr 16, 2012

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.

The information set out below in this announcement is provided for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares in the Company.

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(Incorporated in Hong Kong with limited liability) (Stock Code: 1029)

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 16 APRIL 2012

The Board is pleased to announce that all the resolutions set out in the Notice of Annual General Meeting dated 23 March 2012 were duly passed by the shareholders at the Annual General Meeting.

References are made to the notice of the Annual General Meeting of IRC Limited (the ‘‘Company’’) dated 23 March 2012 (the ‘‘AGM Notice’’) containing details of the resolutions tabled before the Annual General Meeting of the Company for the year 2012 (the ‘‘AGM’’) for shareholders’ approval. Unless otherwise stated, terms used herein shall have the same meanings as those defined in the AGM Notice issued by the Company.

The board of directors (the ‘‘Board of Directors’’) of the Company is pleased to announce that the AGM was held at 10:00 a.m. on 16 April 2012 at the Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.

As at the date of the AGM, the issued share capital of the Company was 3,362,000,000 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. There were no restrictions on any shareholders to cast votes on any of the proposed resolutions of the AGM.

The holding of the AGM was in compliance with the provisions of the Articles of Association of the Company. The AGM was chaired by Mr Jay Hambro, the Chairman of the Board of Directors.

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All the resolutions at the AGM were put to the vote by way of poll and were approved by the shareholders of the Company. The poll results of the resolutions at the AGM are as follows:

			Number of Votes (%)	Number of Votes (%)	Number of Votes (%)
		Ordinary Resolutions	Number of Votes (%)
			For	Against
	1.	To receive and consider the audited consolidated financialstatements and the Reports of the Directors and Auditor forthe year ended 31 December 2011.	2,721,856,350(100.00%)	0(0.00%)
	2.	To re-appoint Messrs Deloitte Touche Tohmatsu as Auditorand authorise the Board of Directors to fix the remunerationof the Auditor.	2,721,856,350(100.00%)	0(0.00%)
	3.	(a)To elect Mr Jay Hambro as Director	2,719,758,350(99.92%)	2,098,000(0.08%)
		(b) To elect Mr Yury Makarov as Director	2,721,856,350(100.00%)	0(0.00%)
		(c)To elect Mr Raymond Woo as Director	2,721,856,350(100.00%)	0(0.00%)
		(d) To elect Mr Simon Murray CBE Chevalier de la Légiond’Honneur as Director	2,721,202,350(99.98%)	654,000(0.02%)
		(e)To elect Mr Daniel Bradshaw as Director	2,721,856,350(100.00%)	0(0.00%)
		(f)To elect Mr Jonathan Martin Smith as Director	2,721,856,350(100.00%)	0(0.00%)
		(g) To elect Mr Chuang-fei Li as Director	2,721,856,350(100.00%)	0(0.00%)
	4.	To give a general mandate to the Directors to repurchaseshares in the Company not exceeding 10% of the aggregatenominal amount of the existing issued share capital.	2,719,758,350(99.92%)	2,098,000(0.08%)
5.	5.	To give a general mandate to the Directors to issue, allotanddealwithadditionalsharesintheCompanynotexceedingthesumof20%oftheaggregatenominalamount of the existing issued share capital.	2,647,433,867(97.27%)	74,422,483(2.73%)

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Tricor Investor Services Ltd, the Share Registrar of the Company, acted as scrutineers at the AGM.

By Order of the Board G. JAY HAMBRO Executive Chairman

Hong Kong, People’s Republic of China

Monday, 16 April 2012

As at the date of this announcement, the Executive Directors of the Company are Mr G. Jay Hambro, Mr Yury Makarov, and Mr Raymond Kar Tung Woo. The Non-Executive Director is Mr Simon Murray, CBE, Chevalier de la Légion d’Honneur. The Independent Non-Executive Directors are Mr Daniel Bradshaw, Mr Jonathan Martin Smith and Mr Chuang-Fei Li.

Investors

Nicholas Bias, Head of Communications Office: +852 2772 0007 Mobile: +852 9088 1029 Email: nb@ircgroup.com.hk

Media (Racepoint Limited)

Tony Turner Office: +852 3111 9988 Mobile: +852 3111 9928 Email: tturner@racepointgroup.com

Monika Yeung Office: +852 3111 9988 Mobile: +852 3111 9964 Email: myeung@racepointgroup.com

Registered Office

IRC Limited 6H, 9 Queen’s Road Central Hong Kong Office: +852 2772 0007 Fax: +852 2772 0329 Email: ir@ircgroup.com.hk Website: www.ircgroup.com.hk

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