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NOIZ Group Ltd. — Proxy Solicitation & Information Statement 2021
May 24, 2021
51306_rns_2021-05-24_25b16eb7-b272-449f-a282-8db03e7ef72b.pdf
Proxy Solicitation & Information Statement
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MERDEKA FINANCIAL GROUP LIMITED 領智金融集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8163)
FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 15 JUNE 2021
I/We (Name) of (Address) registered holder(s) of of Merdeka Financial Group Limited (the ‘‘Company’’) hereby appoint (Name) of (Address) or failing him/her (Name)
(Block capitals, please) being the (Note 2) shares of HK$0.01 each in the capital
of (Address)
or failing him/her, the chairman of the meeting (Note 3) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ‘‘Meeting’’) to be held at Room 1108, 11/F, Wing On Centre, 111 Connaught Road Central, Central, Hong Kong on Tuesday, 15 June 2021 at 11: 00 a.m., and at any adjournment thereof for the purposes of considering and, if thought fit, passing the ordinary resolutions set out in the notice dated 25 May 2021 convening the Meeting (the ‘‘Notice’’). My/our proxy is authorised and instructed to vote as indicated (Note 4) in respect of the undermentioned resolutions:
Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Notice.
Ordinary Resolutions (Note 4) For Against 1. To approve the Share Consolidation. 2. To approve the Rights Issue on the basis of five (5) Rights Shares for every two (2) Consolidated Shares held on the Record Date, the Underwriting Agreement (as amended and supplemented by the extension letter dated 3 May 2021 and from time to time) and the transactions contemplated thereunder, and the allotment and issue of the Rights Shares. The full text of the above resolutions is set out in the Notice.
Signature(s) (Note 5) Dated this day of , 2021
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS
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Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
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A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words ‘‘the chairman of the Meeting’’, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘Against’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the Meeting.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.
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In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof), not less than 48 hours before the time for holding the Meeting, i.e. 11: 00 a.m. on Sunday, 13 June 2021. The completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and the appointment of the proxy will be revoked if you vote in person at the Meeting.
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A proxy need not be a member of the Company but must attend the Meeting in person to represent you.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Tengis Limited at the above address.