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Tomson Group Limited — AGM Information 2006
May 4, 2006
49075_rns_2006-05-04_cf013aae-e8c8-4127-81fb-8a8d01868099.pdf
AGM Information
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TOMSON GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 258)
Form of Proxy for the Annual General Meeting to be held on Friday, 26th May, 2006 (the “Meeting”)
I/We [1] ,
of
being the registered holder(s) of [2] Limited (the “Company”), HEREBY APPOINT [3] the duly appointed Chairman of the Meeting or of or failing him/her, of
shares of HK$0.50 each in the capital of Tomson Group
as my/our proxy to attend and act for me/us at the Meeting of the Company to be held at Monaco Room, Basement 1, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 26th May, 2006 at 10:15 a.m. (and at any adjournments thereof) and to vote at the Meeting (and at any adjournments thereof) for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.
RESOLUTIONS
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(1) To receive and adopt the audited financial statements of the Company for the year ended 31st December, 2005 together with the reports of the Directors and Auditors thereon
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(2) To declare a final dividend of HK$0.05 per share for the year ended 31st December, 2005
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(3) (a) To re-elect the following retiring Directors of the Company: (i) Mr Lee Chan Fai (ii) Madam Hsu Feng (iii) Mr Chuang Hsiao Chen
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(b) To authorise the Board of Directors of the Company to fix the fees of the Directors
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(4) To re-appoint Deloitte Touche Tohmatsu as Auditors of the Company and to authorise the Board of Directors of the Company to fix their remuneration
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(5) To grant a general mandate to the Board of Directors of the Company to issue new shares in the capital of the Company up to a maximum of 20 per cent of the number of issued shares of the Company as at the date of the Meeting
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(6) To grant a general mandate to the Board of Directors of the Company to repurchase shares in the capital of the Company up to a maximum of 10 per cent of the number of issued shares of the Company as at the date of the Meeting
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(7) To grant a general mandate to the Board of Directors of the Company to add the number of shares in the capital of the Company that may be repurchased according to the mandate granted under Resolution (6) above to the share issue mandate granted under Resolution (5) above
FOR [4] AGAINST [4]
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Dated this day of , 2006 Signature [5]
Notes:
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Please fill in your full name(s) and address(es) in BLOCK CAPITALS . The names of all joint holders should be stated. 2. Please fill in the number of shares of HK$0.50 each in the capital of the Company registered in your name(s) to which this form of proxy relates. If no number is stated, 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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If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out the words “the duly appointed Chairman of the Meeting or” and fill in the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, to vote in his/her stead. A proxy need not be a member of the Company. If no name is given, the Chairman of the Meeting will act as your proxy.
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IMPORTANT: If you wish to vote for any resolution, please put a tick in the box marked “For”. If you wish to vote against any resolution, please put a tick in the box marked “Against”. Failure to tick any box will entitle your proxy to cast your vote or abstain at his/her discretion.
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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, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorised.
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Subject to any privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a poll, every member present by proxy shall have one vote for every fully-paid share of which he is the holder. On a poll a member entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.
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Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company 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, accompanied by a power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the principal place of business in Hong Kong of the Company at 22nd Floor, AIA Plaza, 18 Hysan Avenue, Causeway Bay, Hong Kong not later than 10:15 a.m. on Thursday, 25th May, 2006 .
- Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish; and in such event, the appointment of the proxy will be deemed to be revoked.
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Any alteration made to this form of proxy must be initialled by the person who signs it.