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Kowloon Development Company Limited Proxy Solicitation & Information Statement 2009

Nov 10, 2009

48890_rns_2009-11-10_c5b5752f-a7d0-4147-9dc7-cad53dc08ea6.pdf

Proxy Solicitation & Information Statement

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The Bank of East Asia, Limited

(Incorporated in Hong Kong with limited liability in 1918)

(Stock Code: 23)

Proxy Form (Extraordinary General Meeting to be held on 4th December, 2009)

I/We[1] of being the registered holder(s) of 2 shares of HK$2.50 each in The Bank of East Asia, Limited (the “Bank”) hereby appoint the Chairman of the Meeting or[3] of

as my/our proxy to attend and vote[4] for me/us and on my/our behalf at the Extraordinary General Meeting of the Bank to be held in the Grand Ballroom, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 4th December, 2009 at 10:30 a.m. and at any adjournment thereof and to vote for me/us as indicated below:

Items to be passed pursuant to the Notice of
Extraordinary General Meeting
Please put a
’ below
if you cast
FOR
Please put a
’ below
if you cast
AGAINST
(1)
To approve the Special Resolution on item 1 (Increase in Authorised Share Capital,
Amendments to the Articles of Association and Issue and Allotment of Substitute
Preference Shares).
(2)
To approve the Ordinary Resolution on item 2 (To re-elect Dr. Isidro Fainé Casas as a
Director).
  • The Board of Directors recommends to vote FOR the above resolutions.

  • ** Shareholders who received an allocation, who hold or who otherwise have a direct or indirect interest in, the Notes[#] and the Innovate Preference Shares[#] should abstain from voting on Resolution (1) ([#] as defined in the circular to Shareholders dated 11th November, 2009).

Dated this day of 2009.

Signature of Shareholder:

Full Name:

Notes:

  1. Full name(s) and address(es) to be inserted in block capitals.

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this form will be deemed to relate to all the shares in the Bank registered in your name(s).

  3. If you wish to appoint a proxy other than the Chairman of the Meeting, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person you wish to appoint in the space provided. Completion and delivery of the proxy form will not preclude you from attending and voting in person at the Meeting. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. Please indicate with a “✔” in the appropriate box beside each of the resolutions how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his discretion.

  5. In the case of joint Shareholders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

  6. The form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed under seal or under the hand of an officer or attorney duly authorised.

  7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited with Tricor Standard Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the Meeting or adjourned meeting.

  8. Any alteration made to this form of proxy must be initialled by the person who signs it.

  9. By signing and delivering this form of proxy, you represent and confirm that you do not have any material interest in the matters for which the above resolutions are concerned.