Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2006

Apr 28, 2006

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai Merchants Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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SHANGHAI MERCHANTS HOLDINGS LIMITED

*

(incorporated in Bermuda with limited liability)

(Stock Code: 1104)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND AMENDMENTS TO THE BYE-LAWS

The notice convening an annual general meeting of Shanghai Merchants Holdings Limited to be held at 20th Floor, Central Tower, 28 Queen’s Road, Central, Hong Kong on Tuesday, 23 May 2006 at 5:00 p.m. is set out on pages 48 to 50 of the Annual Report 2005 of the Company which is enclosed to this circular. If you are not able to attend the annual general meeting, 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 registrars of the Company in Hong Kong, Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent shareholders of the Company from attending and voting in person at the annual general meeting or any adjourned meeting if they so wish.

28 April 2006

* For identification purpose only

Page

CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to issue securities and repurchase Shares . . . . . . . . . . . . . . .	4
Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX III – FULL TEXT OF THE PROPOSED AMENDMENTS TO
THE BYE-LAWS OF THE COMPANY. . . . . . . . . . . . . .	11

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DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at	the annual general meeting of the Company to be held at
	20th Floor, Central Tower, 28 Queen’s Road,	Central,
	Hong Kong on Tuesday, 23 May 2006
“AGM Notice”	the notice convening the AGM as set out on pages 48 to
	50 of the Annual Report 2005 of the Company, a copy of
	which is despatched together with this circular
“Board”	the board of Directors
“Bye-laws”	the bye-laws of the Company
“Company”	Shanghai Merchants Holdings Limited, a	company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the main board of the Stock
	Exchange (Stock Code: 1104)
“Director(s)”	the director(s) of the Company
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	26 April 2006, being the latest practicable date prior to the
	printing of this circular for ascertaining	certain
	information in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on	the Stock
	Exchange
“Repurchase Code”	Hong Kong Code on Share Repurchases
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Shareholder(s)”	registered holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

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SHANGHAI MERCHANTS HOLDINGS LIMITED

*

(incorporated in Bermuda with limited liability)

(Stock Code: 1104)

Executive Directors:

Mr. Yue Jialin (Chairman)

Mr. Lau Yau Cheung (Chief Executive Officer)

Independent Non-Executive Directors:

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Mr. Wong Wing Kuen, Albert

Mr. Tsui Robert Che Kwong

Mr. Wu Guo Jian

Head office and principal place of business in Hong Kong: Rooms 2808-10 28th Floor Wing On House 71 Des Voeux Road Central Hong Kong

28 April 2006

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND AMENDMENTS TO THE BYE-LAWS

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) re-election of Directors; (ii) the granting to the Directors of general mandates for the issue of securities and the repurchase of Shares up to 20% and 10% respectively of the aggregate nominal amount of the Company’s issued share capital as at the date of the passing of the resolutions; and (iii) the proposed amendments to the Bye-laws.

* For identification purpose only

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of five Directors, namely Mr. Yue Jialin, Mr. Lau Yau Cheung, Mr. Wong Wing Kuen, Albert, Mr. Tsui Robert Che Kwong and Mr. Wu Guo Jian.

Pursuant to Bye-laws 87(1) and (2) of the existing Bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation provided that notwithstanding anything herein, the Chairman of the Board and/or the Managing Director of the Company shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot.

Pursuant to Bye-law 86(2) of the existing Bye-laws, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorisation by the Shareholders in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Pursuant to Bye-law 87(2) of the existing Bye-laws, any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. A retiring Director shall be eligible for re-election.

Pursuant to Bye-law 87 of the existing Bye-laws, Mr. Tsui Robert Che Kwong and Mr. Wu Guo Jian shall retire at the AGM. All the retiring Directors are eligible for re-election.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. A brief biographical details of the retiring Directors are set out in Appendix I of this circular.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES

At the annual general meeting of the Company held on 27th May, 2005, ordinary resolutions were passed for the granting of general mandates to the Directors, inter alia, (i) to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at that date (the “Existing Issue Mandate”) and (ii) to repurchase Shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at that date (the “Existing Repurchase Mandate”).

The Existing Issue Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM. The Directors consider that the Existing Issue Mandate and the Existing Repurchase Mandate increase the flexibility in the Company’s affairs and are in the interests of the Shareholders, and that the same should continue to be adopted by the Company.

New general mandates to allot, issue or otherwise deal with securities of the Company up to 20% and to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolutions (the “Share Repurchase Mandate”) as set out in Resolution Nos. 4 and 5 respectively of the AGM Notice will be proposed at the AGM. Resolution authorising the extension of the general mandate to the Directors to issue Shares to include the aggregate nominal amount of such Shares repurchased (if any) under the Share Repurchase Mandate is to be proposed as Resolution No. 6 of the AGM Notice at the AGM.

With reference to the proposed new general mandates, the Directors, as at the date hereof, wish to state that they have no immediate plans to issue any new securities or repurchase any Shares pursuant to the relevant mandates.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against Resolution No. 5 to be proposed at the AGM in relation to the proposed Share Repurchase Mandate are set out in Appendix II to this circular.

AMENDMENTS TO THE BYE-LAWS

The Listing Rules have been amended by the Stock Exchange by replacing the Code of Best Practice in Appendix 14 by a new Code on Corporate Governance Practices (the “CG Code”) and adding a new Appendix 23 on the requirements for a Corporate Governance Report to be included in the annual reports of listed issuers. Subject to certain transitional arrangements, the amendments took effect on 1st January, 2005.

Following a review of the Company’s corporate governance practices with reference to the CG Code, the Directors propose to amend Bye-laws 86(2) and 87(1) of the existing Bye-laws at the AGM to ensure compliance with the CG Code. Pursuant to Code Provision A.4.2 of the CG Code, every director, including those appointed for a specific term, should be

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LETTER FROM THE BOARD

subject to retirement by rotation at least once every three years. Accordingly, Bye-law 87(1) of the existing Bye-laws will be amended to specify that notwithstanding any other provisions in the Bye-laws, at each annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than, instead of not greater than, one-third) shall retire from office by rotation. As a result of the said proposed amendment, every Director will be subject to retirement by rotation at least once every three years in compliance with Code Provision A.4.2 of the CG Code.

Code Provision A.4.2 of the CG Code also provides that all directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after their appointment. Accordingly, Bye-law 86(2) of the existing Bye-laws will be amended to specify that any Director appointed to fill a casual vacancy shall hold office until the next following general meeting, instead of the next following annual general meeting.

In addition, pursuant to the announcement made by the Stock Exchange dated 14th February, 2006, certain minor and housekeeping amendments to the Listing Rules came into effect on 1st March, 2006, inter alia, permitting the removal of Directors by ordinary resolution. Accordingly, the Directors propose to amend the Bye-laws to ensure compliance with such amendments to the Listing Rules.

A copy of the draft new Bye-laws is available for inspection during normal business hours at the principal place of business of the Company at Rooms 2808-10, 28/F, Wing On House, 71 Des Voeux Road Central, Hong Kong from the date of this circular up to and including the date of the AGM and at the AGM.

The full text of the proposed amendments to the existing Bye-laws are set out in Appendix III to this circular.

AGM

The AGM Notice is set out on pages 48 to 50 of the Annual Report 2005 of the Company. Ordinary resolutions in respect of the re-election of the Directors and the general mandates to issue securities and repurchase Shares and a special resolution in respect of the amendments to the Bye-laws as referred to above will be proposed at the AGM.

A form of proxy for the AGM is enclosed with this circular. If you are not able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

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LETTER FROM THE BOARD

Pursuant to the Bye-law 66 of the existing Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded (i) by the Chairman of the meeting; or (ii) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or (iii) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or (iv) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for approval of the re-election of the retiring Directors, the grant of general mandates to issue securities and to repurchase Shares, and to add the aggregate nominal amount of Shares that may be repurchased to the aggregate nominal amount of the share capital of the Company that may be allotted pursuant to the general mandate to issue securities and the proposed special resolution for the amendments to the Bye-laws are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully, For and on behalf of the Board Shanghai Merchants Holdings Limited Yue Jialin Chairman

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

LIST OF DIRECTORS FOR RE-ELECTION

The biographical details of the Directors eligible for re-election, at the AGM are set out below.

Mr. Tsui Che Kwong, Robert , aged 52, appointed on 6 July 2004, is an Independent Non-Executive Director of the Company. Mr. Tsui is a graduate of University of Buckingham, England, with a bachelor degree in Law. He is the sole proprietor of Robert C.K. Tsui & Co., a firm of solicitors in Hong Kong. Mr. Tsui has been practising in the legal field for more than 20 years. He is also an independent non-executive director of Teem Foundation Group Limited (Stock Code: 628), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited since August 2004. Save as disclosed above, Mr. Tsui did not hold any other directorships in listed companies during the past three years.

Mr. Tsui has been appointed for a specific term on 1 June 2005 which shall continue until 31 December 2006, but subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Company’s Bye-laws. Mr. Tsui is entitled to receive a Director’s fee of HK$40,000 per annum which was determined with reference to his duties and responsibilities with the Company, the Company’s current standards for emoluments and market conditions. The Director’s fee was agreed by the Remuneration Committee of the Company and the Board and subject to the approval of the Shareholders.

As at the Latest Practicable Date, Mr. Tsui did not have any relationship with any other Director, senior management, substantial or controlling shareholder of the Company and he had no interests in the Shares within the meaning of Part XV of the SFO. Mr. Tsui was also not aware of any matters that are required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules of any other matters that need to be brought to the attention of the Shareholders.

Mr. Wu Guo Jian , aged 60, appointed on 6 July 2004, is an Independent Non-Executive Director of the Company. Mr. Wu is also a director of New Era International Holdings Limited and specializes in trading and property development for more than 15 years. As at the Latest Practicable Date, Mr. Wu did not hold any other directorships in listed companies during the past three years.

Mr. Wu has been appointed for a specific term on 1 June 2005 which shall continue until 31 December 2006, but subject to the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Company’s Bye-laws. Mr. Wu is entitled to receive a Director’s fee of HK$40,000 per annum which was determined with reference to his duties and responsibilities with the Company, the Company’s current standards for emoluments and market conditions. The Director’s fee was agreed by the Remuneration Committee of the Company and the Board and subject to the approval of the Shareholders.

As at the Latest Practicable Date, Mr. Wu did not have any relationship with any other Director, senior management, substantial or controlling shareholder of the Company and he had no interests in the Shares within the meaning of Part XV of the SFO. Mr. Wu was also not aware of any matters that are required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules of any other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II

EXPLANATORY STATEMENT

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolutions to be proposed at the AGM in relation to the proposed repurchase mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$41,300,000 divided into 413,000,000 Shares.

Subject to the passing of the resolution granting the proposed mandate to repurchase its own Shares and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 41,300,000 Shares, representing 10% of the issued capital of the Company as at the Latest Practicable Date, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law (or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting).

2. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions, and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASE

Repurchases made pursuant to the proposed mandate to repurchase Shares would be funded out of funds legally available for the purpose in accordance with the Company’s Bye-laws and the laws of Bermuda.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the Shares can be repurchased on terms favourable to the Company. On the basis of the consolidated financial position of the Company as at 31 December 2005, being the date to which the latest published audited accounts of the Company were made up, the Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it could have a material adverse impact on the working capital position and gearing position of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

The Directors do not propose to exercise the mandate to repurchase Shares to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. INTENTION OF DEALINGS

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their associates currently intend to sell Shares to the Company or its subsidiaries.

No connected persons of the Company, as defined in the Listing Rules, has notified the Company that he has a present intention to sell Shares to the Company, nor has undertaken not to do so in the event that the Company is authorised to make purchases of the Shares.

5. SHARE PRICE

Since trading in Shares has been suspended from 9:30 a.m. on 2 June 2003 and remains suspended as at the Latest Practicable Date, the highest and lowest prices at which Shares have traded on the Stock Exchange during the current month and each of the previous twelve months before the printing of this document are not available. The closing price of each Share was HK$0.26 as at 1 June 2003 (being the last trading day for Shares prior to suspension) as quoted on the Stock Exchange’s daily quotation sheet on the date.

6. SHARES REPURCHASED

In the six months preceding the Latest Practicable Date, the Company has not repurchased any Shares on the Stock Exchange or otherwise.

7. UNDERTAKING OF DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the proposed repurchase mandate in accordance with the Listing Rules and the laws of Bermuda.

8. EFFECTS OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Rule 32 of the Takeovers Code and Rule 6 of the Repurchase Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.

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APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, Mr. Yue Jialin (“Mr. Yue”), the Chairman and executive Director of the Company, beneficially held 262,602,000 Shares, representing approximately 63.58 per cent of the existing issued share capital of the Company. To the best knowledge of the Company, no other person, together with any associates thereof, was beneficially interested in Shares representing 10 per cent or more of the entire issued share capital of the Company as at the Latest Practicable Date.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate then (if the present Shareholders’ interests in Shares remained the same) the attributable shareholding of Mr. Yue in the Company would be increased to approximately 70.65 per cent of the issued share capital of the Company. However, since Mr. Yue’s shareholding interests in the Company already exceeds 50 per cent, such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Board is also aware of the requirements stipulated under Rule 8.08 of the Listing Rules which stipulates the minimum prescribed percentage of the securities of listed companies to be in public hands. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the Shares in public hands would fall below the requirements set out in Rule 8.08. The Board has no present intention to exercise the share repurchase mandate to such an extent that would result in the Company failing to comply with the public float requirements under Rule 8.08 of the Listing Rules.

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FULL TEXT OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY

APPENDIX III

The full text of the proposed amendments to the existing Bye-laws are as follows:

• (a) substituting the existing Bye-law 86(2) with the following new Bye-law 86(2):

• “86(2) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorisation by the Members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.”;

• (b) by replacing the word “special” by “ordinary” immediately after the words “Subject to any provision to the contrary in these Bye-laws the Members may, at any general meeting convened and held in accordance with these Bye-laws, by” in the existing Bye-law 86(4); and

• (c) substituting the existing Bye-law 87(1) with the following new Bye-law 87(1):

• “87(1) Notwithstanding any other provisions in the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation such that each Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.”

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