S E A Holdings Limited — AGM Information 2000

May 10, 2000

(Incorporated in Bermuda with limited liability)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of the Company will be held at the principal office of the Company, 26/F., Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong, on Friday, 23rd June, 2000 at 11:30 a.m. for the following purposes:-

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31st December, 1999.

2. To declare a final dividend.

3. To re-elect retiring directors, determine a maximum number of directors, authorize the board of directors to appoint additional directors up to the maximum number and fix the directors’ remuneration.

4. To re-appoint auditors for the ensuing year and to authorise directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass with or without modification the following resolutions as Ordinary Resolutions:-

(A) “THAT the granting of an unconditional general mandate to the directors of the Company to issue, allot and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers, subject to the following conditions, be and is hereby generally and unconditionally approved:-

(a) such mandate shall not extend beyond the Relevant Period save that the directors of the Company may during the Relevant Period make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period (defined below);

(b) 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 otherwise than pursuant to (i) a Rights Issue (defined below); (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 ordinary shares of the Company; and (iii) any employee share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution;

(c) such mandate shall be additional to the authority given to the directors at any time to allot and issue additional shares of the Company arising from the exercise of subscription rights under any warrants or the exercise of any options under any employee share option scheme of the Company; and

(d) for the purposes of this Resolution:-

“Relevant Period” means the period from the date of the passing of this Resolution until whichever is the earlier of:-

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by the bye-laws of the Company or any applicable law of Bermuda to be held; or

the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company made to holders of shares and/or warrants, as the case may be, whose names appear on the Register of Members and the Register of Warrant holders of the Company on a fixed record date in proportion to their then holdings of such shares and/or warrants (subject to such exclusions 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, or in any territory outside, Hong Kong).”

(B) “THAT the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company (“Shares”) and to repurchase warrants (“Warrants”) issued by the Company, and that the exercise by the directors of the Company of all powers of the Company to purchase Shares and Warrants subject to and in accordance with all applicable laws, rules and regulations, be and are hereby generally and unconditionally approved, subject to the following conditions:-

(a) such mandate shall not extend beyond the Relevant Period;

(b) such mandate shall authorise the directors of the Company to procure the Company to repurchase Shares and Warrants at such prices as the directors of the Company may at their discretion determine;

(c) the aggregate nominal amount of the Shares and Warrants to be repurchased by the Company pursuant to paragraph (A) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital in issue and 10 per cent. of the aggregate subscription rights attaching to Warrants outstanding, as at the date of passing of this Resolution; and

(d) for the purposes of this Resolution, “Relevant Period” means the period from the date of passing of this Resolution until whichever is the earlier 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 by the bye-laws of the Company or any applicable law of Bermuda to be held; or

(iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

(C) “THAT conditional upon the passing of Resolution nos. 5(A) and 5(B) as set out in the Notice convening this Meeting, the aggregate nominal amount of the Shares in the capital of the Company which are repurchased by the Company pursuant to and in accordance with Resolution no. 5(B) shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to and in accordance with Resolution no. 5(A).”

By Order of the Board
Wong Leung Wai
Secretary

Hong Kong, 9th May, 2000

Notes:-

(1) Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. To be valid, a proxy form, together with power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the principal office of the Company at 26th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

(2) The Register of Members of the Company will be closed from Monday, 19th June, 2000 to Friday, 23rd June, 2000, both days inclusive, during which period no transfer of shares can be registered. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates, must be lodged with the Company’s Branch Share Registrars in Hong Kong, Standard Registrars Limited, 5/F., Wing On Centre, 111 Connaught Road Central, Hong Kong, for registration not later than 4:00 p.m. on Friday, 16th June, 2000.

(3) Subject to the approval at the General Meeting, the final dividend will be payable on Tuesday, 4th July, 2000 to shareholders recorded on the Register of Members on Friday, 23rd June, 2000.