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Swire Properties Limited — Proxy Solicitation & Information Statement 2025
Apr 8, 2025
50311_rns_2025-04-08_892f9972-4d9b-4c70-b1f6-5c9427487276.pdf
Proxy Solicitation & Information Statement
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This document is important and requires your immediate attention
If you are in any doubt about this document, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Swire Properties Limited (the “Company”), you should at once hand this document and 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.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this document, 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 document.
SWIRE PROPERTIES LIMITED
太古地產有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 01972)
NOTICE OF ANNUAL GENERAL MEETING
AND
PROPOSALS FOR
GENERAL MANDATES TO ISSUE SHARES
AND
BUY BACK SHARES
SWIRE PROPERTIES
A Chinese translation of this circular is available upon request from the Company's share registrars.
本通函的中文譯本於本公司之股份登記處備索。
Executive Directors:
BRADLEY, Guy Martin Coutts, JP (Chairman)
BLACKBURN, Timothy Joseph (Chief Executive)
LUNG, Ngan Yee Fanny (Finance Director)
MA, Suk Ching Mabelle
Non-Executive Directors:
FENWICK, Nicholas Adam Hodnett
LIM, Siang Keat Raymond
MURRAY, Martin James, OBE
SELL, Richard Lawrence
SWIRE, Merlin Bingham
Independent Non-Executive Directors:
CHOI, Tak Kwan Thomas
FUNG, Spencer Theodore
WU, May Yihong
YAN, Yan
ZHU, Changlai Angela
Registered Office:
33rd Floor
One Pacific Place
88 Queensway
Hong Kong
SWIRE PROPERTIES LIMITED
太古地產有限公司
(Incorporated in Hong Kong with limited liability)
9th April 2025
To the shareholders
Dear Sir or Madam,
NOTICE OF ANNUAL GENERAL MEETING
-
Notice of the annual general meeting ("AGM") for 2025 is set out on pages 9 to 10 of this circular. Whether or not you intend to be present at the AGM, you are requested to complete the enclosed form of proxy and return it to the Company's share registrars in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM. In calculating the period mentioned for depositing the form of proxy, no account is to be taken of any part of a day that is a public holiday.
-
Completion and return of the form of proxy will not preclude you from attending in person and voting at the AGM and, in such event, the appointment of the proxy will be deemed to be revoked.
GENERAL MANDATES
-
At the AGM of the Company held on 7th May 2024, ordinary resolutions were passed giving general mandates to Directors (i) to make on-market share buy-backs (within the meaning of the Code on Share Buy-backs) of up to 10 per cent of the number of shares of the Company in issue at 7th May 2024; and (ii) to allot, issue and otherwise deal with additional shares equal to 20 per cent of the number of shares of the Company in issue at 7th May 2024 provided that the aggregate number of the shares which may be allotted wholly for cash shall not exceed 5 per cent of the number of shares in issue at 7th May 2024.
-
The Company has approved a programme to buy back shares of up to HK$1.5 billion from 2nd September 2024 to the date falling one day prior to the date of the annual general meeting of the Company to be held in 2025 (the "Programme"). Share buy-backs under the Programme are being conducted pursuant to the general mandate for shares buy-backs approved at the AGM held on 7th May 2024. Please refer to the Company's announcement dated 30th August 2024 for details of the Programme.
-
Under the Companies Ordinance and the Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules"), these general mandates shall lapse at the conclusion of the AGM for 2025, unless renewed at that meeting. Resolutions (please refer to Resolutions 3 and 4 in this Notice of Meeting) will be proposed to renew the mandates for on-market share buy-backs and issues of additional shares. The Explanatory Statement required by the Listing Rules to be sent to shareholders in connection with the proposed buy-back resolution is set out in the Appendix to this circular.
ELECTION/RE-ELECTION OF DIRECTORS
-
In relation to Resolution 1, Guy Bradley, Tim Blackburn, Adam Fenwick, Spencer Fung, Mabelle Ma and Merlin Swire, who will retire at the forthcoming AGM, will offer themselves for re-election in accordance with Article 93 of the Company's Articles of Association. Yan Yan, who has been appointed as a Director of the Company since the last AGM, will also retire at the forthcoming AGM and will offer herself for election in accordance with Article 91 of the Company's Articles of Association.
-
On 4th March 2025, the Nomination Committee, having reviewed the Board's composition and after taking into account the requirement that all Directors are subject to election or re-election (as the case may be) in accordance with the Company's Articles of Association, nominated Guy Bradley, Tim Blackburn, Adam Fenwick, Spencer Fung, Mabelle Ma, Merlin Swire and Yan Yan for recommendation to shareholders for election or re-election at the AGM for 2025. The nominations were made in accordance with objective criteria (including gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, length of service, number of directorships of listed companies and the legitimate interests of the Company's principal shareholders), with due regard for the benefits of diversity, as set out in the Board Diversity Policy of the Company.
-
Spencer Fung and Yan Yan are Independent Non-Executive Directors and have fulfilled all the factors for assessing independence set out in Rule 3.13 of the Listing Rules. The Nomination Committee is satisfied with the independence of Spencer Fung and Yan Yan having regard to the criteria set out in the Listing Rules. None of them holds cross-directorships or has significant links with other Directors through involvements in other companies or bodies.
-
Spencer Fung has served as an Independent Non-Executive Director for more than nine years. The Directors are of the opinion that he remains independent, notwithstanding his length of tenure. Spencer Fung continues to demonstrate the attributes of an Independent Non-Executive Director noted above and there is no evidence that his tenure has had any impact on his independence. The Board believes that his detailed knowledge of the Company's business and his external experience continue to be of significant benefit to the Company, and that he maintains an independent view of its affairs.
-
On 11th March 2025, the Board, having considered the recommendation of the Nomination Committee and took into account the respective contributions of Guy Bradley, Tim Blackburn, Adam Fenwick, Spencer Fung, Mabelle Ma, Merlin Swire and Yan Yan to the Board and their firm commitment to their roles, recommended all of them to stand for election or re-election at the forthcoming AGM.
-
Separate resolutions will be proposed for the election or re-election of these Directors. Their particulars and interests in the shares of the Company are provided in the "Directors and Officers" and the "Directors' Report" sections in the Company's Annual Report 2024 which accompanies this circular. Guy Bradley, Tim Blackburn and Mabelle Ma are directors and/or employees of the John Swire & Sons Limited ("Swire") group. Adam Fenwick and Merlin Swire are shareholders, directors and/or employees of the Swire group. Other than the aforementioned roles and as disclosed in the Company's Annual Report 2024, they are not related to any Director, member of the senior management or substantial shareholder of the Company.
-
Each of the persons proposed for election or re-election as Directors has entered into a letter of appointment, which constitutes a service contract, with the Company. In accordance with the Company's Articles of Association, they will retire at the third AGM after election or re-election (as the case may be) and will be eligible for re-election.
-
The remuneration of Guy Bradley, Tim Blackburn and Mabelle Ma, Executive Directors, is determined in accordance with the policy reviewed by the Remuneration Committee. Adam Fenwick and Merlin Swire, Non-Executive Directors, do not receive any emolument or director's fee from the Company. Spencer Fung and Yan Yan, Independent Non-Executive Directors, are entitled to the Director's fee determined by the Board.
-
The Company's remuneration policy and the fees paid to Directors are set out in the "Corporate Governance" section of the Company's Annual Report 2024 and particulars of all the Directors' remuneration are given in note 9 to the Financial Statements.
-
Save for the information set out in paragraphs 6 to 14 above, there is no information to be disclosed pursuant to any of the requirements of paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of shareholders in respect of the persons proposed for election or re-election as Directors at the AGM.
-
Your Directors believe that the proposals described in this document are in the interests of the Company and its shareholders and accordingly recommend you to vote in favour of all of the resolutions to be proposed at the AGM.
Yours faithfully,
Guy Bradley
Chairman
SWIRE PROPERTIES LIMITED
太古地產有限公司
APPENDIX
The following is the Explanatory Statement required to be sent to shareholders under the Listing Rules in connection with the proposed general mandate for buy-backs of shares ("Buy-back Mandate") and also constitutes the Memorandum required under section 239 of the Companies Ordinance.
-
It is proposed that up to 10 per cent of the Company's shares in issue (for which treasury shares shall be excluded from the calculation of the total number of shares in issue) at the date of the passing of the resolution to approve the general mandate may be bought back. As at 21st March 2025, the latest practicable date for determining such figure ("Latest Practicable Date"), the number of shares in issue was 5,779,316,400. On the basis of this figure (and assuming no shares are issued, bought back or cancelled after the Latest Practicable Date and up to the date of passing such resolution) the Directors would be authorised to buy back up to 577,931,640 shares.
-
The Directors believe that the ability to buy back shares is in the interests of the Company and its shareholders.
Buy-backs may, depending on the circumstances, result in an increase in net assets and/or earnings per share. The Directors are seeking the grant of a general mandate to buy back shares to give the Company the flexibility to do so if and when appropriate. The number of shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regard to the circumstances then prevailing. The Company may cancel any shares to be bought back under the Buy-back Mandate and/or hold them as treasury shares, subject to market conditions and the capital management needs of the Company at the relevant time of such buy-back.
To the extent that any treasury shares are deposited with the Central Clearing and Settlement System ("CCASS") pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
-
It is envisaged that the funds required for any buy-back would be derived from the distributable profits of the Company.
-
There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its published audited financial statements for the year ended 31st December 2024) in the event that the proposed share buy-backs were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
-
There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any close associates (as defined in the Listing Rules) of Directors who have a present intention, in the event that the general mandate is granted by shareholders, to sell shares to the Company.
-
The Directors will exercise the power of the Company to buy back its own shares pursuant to the general mandate in accordance with the Listing Rules and the laws of Hong Kong.
3
-
If as the result of a buy-back 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 Hong Kong Code on Takeovers and Mergers ("Takeovers Code"). As a result, a shareholder, or group of shareholders acting in concert could, depending on the level of increase of shareholders' interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
-
Listing Rule 8.08(1) of the Listing Rules requires that at least 25% of an issuer's total number of issued shares must at all times be held by the public. The Company has been granted by the Stock Exchange a waiver from strict compliance with Listing Rule 8.08(1) so as to allow a lower public float percentage of 10% (or such higher percentage as may have been held by the public upon completion of the spin-off of the Company). Immediately upon completion of the spin-off of the Company by way of a separate listing of the shares of the Company on the Main Board of the Stock Exchange on 18th January 2012, the public float percentage was approximately 10.28%.
The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any buy-backs pursuant to the general buy-back mandate. In the event of full exercise of the buy-back mandate and the maintenance by Swire Pacific Limited of its present direct shareholding (amounting to approximately 83% of the total number of issued shares of the Company at the Latest Practicable Date), the present interest in 4,796,765,835 shares of the Company held by Swire Pacific Limited would exceed 89.72% and the percentage of the Company's total number of issued shares held by the public would fall below 10.28%. However, the Directors have no current intention to exercise the buy-back mandate to such an extent as would give rise to this situation.
- The Company has in the previous six months immediately prior to the Latest Practicable Date bought back 70,149,400 shares on the Stock Exchange, which have been, or will be, cancelled following settlement of such buy-backs. Details of the buy-backs are as follows:
| Buy-back date | Number of shares bought back | Purchase price per share | |
|---|---|---|---|
| Highest (HK$) | Lowest (HK$) | ||
| 2024 | |||
| 23rd September | 522,600 | 15.08 | 14.88 |
| 24th September | 600,000 | 15.26 | 14.98 |
| 25th September | 600,000 | 15.46 | 15.02 |
| 26th September | 600,000 | 15.62 | 14.96 |
| 27th September | 600,000 | 16.04 | 15.74 |
| 30th September | 600,000 | 16.04 | 15.94 |
| 3rd October | 600,000 | 16.74 | 16.22 |
| 4th October | 600,000 | 17.00 | 16.52 |
| 7th October | 600,000 | 16.94 | 16.56 |
| 8th October | 600,000 | 16.50 | 15.60 |
| 9th October | 600,000 | 16.50 | 15.94 |
| 10th October | 600,000 | 16.60 | 16.14 |
| 14th October | 600,000 | 16.54 | 15.98 |
| 15th October | 600,000 | 16.44 | 15.88 |
| 16th October | 600,000 | 16.48 | 16.08 |
| Purchase price per share | |||
|---|---|---|---|
| Buy-back date | Number of shares bought back | Highest (HK$) | Lowest (HK$) |
| 2024 (continued) | |||
| 17th October | 600,000 | 16.66 | 16.08 |
| 18th October | 600,000 | 16.48 | 16.14 |
| 21st October | 600,000 | 16.50 | 16.12 |
| 22nd October | 600,000 | 16.42 | 16.16 |
| 23rd October | 600,000 | 16.50 | 16.14 |
| 24th October | 600,000 | 16.20 | 15.92 |
| 25th October | 600,000 | 16.20 | 16.00 |
| 28th October | 600,000 | 16.32 | 16.00 |
| 29th October | 600,000 | 16.24 | 15.98 |
| 30th October | 600,000 | 16.16 | 15.78 |
| 31st October | 600,000 | 16.02 | 15.66 |
| 1st November | 600,000 | 16.20 | 16.00 |
| 4th November | 600,000 | 16.44 | 16.12 |
| 5th November | 600,000 | 16.60 | 16.32 |
| 6th November | 600,000 | 16.50 | 16.18 |
| 7th November | 600,000 | 16.54 | 16.14 |
| 8th November | 600,000 | 16.60 | 16.36 |
| 11th November | 600,000 | 16.32 | 16.08 |
| 12th November | 600,000 | 16.54 | 16.04 |
| 13th November | 600,000 | 16.12 | 15.92 |
| 14th November | 600,000 | 16.00 | 15.70 |
| 15th November | 600,000 | 16.04 | 15.74 |
| 18th November | 600,000 | 16.30 | 15.92 |
| 19th November | 600,000 | 16.08 | 15.90 |
| 20th November | 600,000 | 16.26 | 15.96 |
| 21st November | 600,000 | 16.40 | 16.18 |
| 22nd November | 600,000 | 16.34 | 15.98 |
| 25th November | 600,000 | 15.82 | 15.52 |
| 26th November | 600,000 | 15.68 | 15.46 |
| 27th November | 600,000 | 15.72 | 15.48 |
| 28th November | 600,000 | 15.66 | 15.36 |
| 29th November | 600,000 | 15.70 | 15.50 |
| 2nd December | 600,000 | 15.56 | 15.16 |
| 3rd December | 600,000 | 15.60 | 15.16 |
| 4th December | 600,000 | 15.52 | 15.32 |
| 5th December | 600,000 | 15.64 | 15.36 |
Purchase price per share
| Buy-back date | Number of shares bought back | Highest (HK$) | Lowest (HK$) |
|---|---|---|---|
| 2024 (continued) | |||
| 6th December | 600,000 | 16.14 | 15.66 |
| 9th December | 600,000 | 16.00 | 15.70 |
| 10th December | 600,000 | 16.22 | 15.86 |
| 11th December | 600,000 | 15.96 | 15.72 |
| 12th December | 600,000 | 16.14 | 15.74 |
| 13th December | 600,000 | 15.90 | 15.62 |
| 16th December | 600,000 | 15.76 | 15.54 |
| 17th December | 600,000 | 15.68 | 15.40 |
| 18th December | 600,000 | 16.16 | 15.56 |
| 19th December | 600,000 | 15.84 | 15.64 |
| 20th December | 600,000 | 15.80 | 15.62 |
| 23rd December | 600,000 | 15.92 | 15.70 |
| 24th December | 600,000 | 16.18 | 15.88 |
| 27th December | 600,000 | 16.16 | 15.86 |
| 30th December | 600,000 | 15.92 | 15.70 |
| 31st December | 600,000 | 16.06 | 15.64 |
| 2025 | |||
| 2nd January | 600,000 | 15.82 | 15.44 |
| 3rd January | 600,000 | 15.66 | 15.50 |
| 6th January | 600,000 | 15.64 | 15.30 |
| 7th January | 600,000 | 15.32 | 15.12 |
| 8th January | 600,000 | 15.34 | 15.00 |
| 9th January | 600,000 | 15.42 | 15.22 |
| 10th January | 600,000 | 15.46 | 15.08 |
| 13th January | 600,000 | 15.18 | 14.84 |
| 14th January | 600,000 | 15.18 | 15.00 |
| 15th January | 600,000 | 15.12 | 14.92 |
| 16th January | 600,000 | 15.26 | 15.04 |
| 17th January | 600,000 | 15.70 | 15.12 |
| 20th January | 600,000 | 15.90 | 15.62 |
| 21st January | 600,000 | 16.00 | 15.84 |
| 22nd January | 600,000 | 15.86 | 15.72 |
| 23rd January | 600,000 | 15.74 | 15.48 |
| 24th January | 600,000 | 15.64 | 15.36 |
| 27th January | 600,000 | 15.62 | 15.42 |
| 28th January | 105,000 | 15.56 | 15.42 |
| Purchase price per share | |||
|---|---|---|---|
| Buy-back date | Number of shares bought back | Highest (HK$) | Lowest (HK$) |
| 2025 (continued) | |||
| 3rd February | 600,000 | 15.52 | 15.32 |
| 4th February | 600,000 | 15.74 | 15.42 |
| 5th February | 600,000 | 15.52 | 15.28 |
| 6th February | 600,000 | 15.34 | 15.08 |
| 7th February | 600,000 | 15.34 | 15.04 |
| 10th February | 600,000 | 15.38 | 15.04 |
| 11th February | 600,000 | 15.20 | 14.98 |
| 12th February | 600,000 | 15.34 | 15.10 |
| 13th February | 600,000 | 15.32 | 15.02 |
| 14th February | 600,000 | 15.34 | 15.06 |
| 17th February | 600,000 | 15.86 | 15.36 |
| 18th February | 600,000 | 15.76 | 15.22 |
| 19th February | 600,000 | 15.20 | 14.96 |
| 20th February | 600,000 | 15.16 | 14.88 |
| 21st February | 600,000 | 15.02 | 14.78 |
| 24th February | 600,000 | 15.60 | 15.12 |
| 25th February | 600,000 | 15.54 | 15.36 |
| 26th February | 600,000 | 15.66 | 15.46 |
| 27th February | 600,000 | 15.68 | 15.48 |
| 28th February | 600,000 | 15.56 | 15.38 |
| 3rd March | 600,000 | 15.78 | 15.44 |
| 4th March | 600,000 | 15.62 | 15.26 |
| 5th March | 600,000 | 15.96 | 15.74 |
| 6th March | 600,000 | 16.12 | 15.86 |
| 7th March | 600,000 | 16.22 | 15.92 |
| 10th March | 600,000 | 16.26 | 15.96 |
| 11th March | 600,000 | 16.24 | 15.92 |
| 12th March | 600,000 | 16.14 | 15.90 |
| 13th March | 600,000 | 16.42 | 16.14 |
| 14th March | 269,800 | 16.92 | 16.24 |
| 17th March | 600,000 | 17.00 | 16.82 |
| 18th March | 328,000 | 17.00 | 16.94 |
| 19th March | 8,000 | 17.00 | 16.94 |
| 20th March | 56,600 | 17.00 | 16.98 |
| 21st March | 459,400 | 17.00 | 16.78 |
Save as disclosed above, no buy-backs of shares have been made by the Company in the previous six months immediately prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
-
No core connected persons (as defined in the Listing Rules) of the Company have notified it of a present intention to sell shares of the Company to the Company and no such persons have undertaken not to sell any such shares to the Company in the event that the general mandate is granted by shareholders.
-
The highest and lowest prices at which shares of the Company have traded on the Stock Exchange in each of the previous twelve months are as follows:
| Highest (HK$) | Lowest (HK$) | |
|---|---|---|
| 2024 | ||
| March | 15.69 | 14.29 |
| April | 16.11 | 14.04 |
| May | 16.31 | 13.50 |
| June | 14.49 | 11.84 |
| July | 13.22 | 11.72 |
| August | 14.83 | 11.76 |
| September | 16.52 | 13.40 |
| October | 17.56 | 15.36 |
| November | 16.68 | 15.14 |
| December | 16.34 | 15.14 |
| 2025 | ||
| January | 16.04 | 14.80 |
| February | 15.94 | 14.76 |
| March (up to the Latest Practicable Date) | 18.00 | 15.24 |
- Neither this Explanatory Statement nor the proposed general mandate for buy-backs of shares of the Company has any unusual features.
8
SWIRE PROPERTIES LIMITED
太古地產有限公司
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an ordinary general meeting of the shareholders of Swire Properties Limited, being the annual general meeting for 2025, will be held at the Ballroom, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 13th May 2025 at 9:00 a.m. to receive the report of the Directors and the audited financial statements for the year ended 31st December 2024 and:
- To elect or re-elect Directors.
- To re-appoint auditors and authorise the Directors to fix their remuneration.
As special business, to consider and, if thought fit, to pass the following resolutions:
Ordinary Resolutions
- THAT:
(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to make on-market share buy-backs (within the meaning of the Code on Share Buy-backs) be approved;
(b) the aggregate number of shares which may be bought back pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the number of shares in issue at the date of passing this Resolution; and
(c) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until the earliest 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 law to be held; and
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting;
references to “shares” include securities which carry a right to subscribe for or purchase shares; and
treasury shares shall be excluded from the calculation of the number of shares of the Company in issue.
- THAT:
(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares and to make or grant offers, agreements and options which will or might require the exercise of such powers during or after the end of the Relevant Period be approved;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares, shall not exceed 20 per cent of the number of shares in issue at the date of passing this Resolution provided that the aggregate number of shares so allotted (or so agreed conditionally or unconditionally to be allotted) pursuant to this Resolution wholly for cash (otherwise than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares) shall not exceed 5 per cent of the number of shares in issue at the date of passing this Resolution; and
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(c) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until the earliest 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 law to be held; and
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting;
“Rights Issue” means an offer of shares to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors 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, any territory outside Hong Kong);
treasury shares shall be excluded from the calculation of the number of shares of the Company in issue; and
any reference to an allotment, issue, grant or offer of, or dealing with, shares of the Company shall include a sale or transfer of treasury shares of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all applicable laws and regulations.
By Order of the Board
SWIRE PROPERTIES LIMITED
太古地產有限公司
Bernadette Lomas
Company Secretary
Hong Kong, 9th April 2025
Notes:
- Any member entitled to attend and/or vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and/or vote instead of him/her. A proxy need not be a member of the Company.
- All forms of proxy must be deposited with the Company's share registrars, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the meeting or any adjourned meeting thereof. In calculating the period mentioned for depositing the form of proxy, no account is to be taken of any part of a day that is a public holiday.
- The register of members will be closed from 8th May 2025 to 13th May 2025, both days inclusive. In order to be entitled to attend and vote at the annual general meeting, all transfers should be lodged with the Company's share registrars, Computershare Hong Kong Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 7th May 2025.
- The Directors who will retire are Guy Bradley, Tim Blackburn, Adam Fenwick, Spencer Fung, Mabelle Ma, Merlin Swire and Yan Yan. Separate resolutions will be proposed for their election or re-election.
- Each of the resolutions set out in this notice will be voted on by poll.
- Shareholders with disabilities are requested to indicate in advance whether, because of their disabilities, they need special arrangements to assist them in participating at the meeting.
- The Company may announce further updates on the annual general meeting arrangement on the Company's website (www.swireproperties.com) as and when appropriate.