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Vietnam Manufacturing and Export Processing (Holdings) Limited Proxy Solicitation & Information Statement 2018

Jul 12, 2018

49206_rns_2018-07-12_2e420bf8-1485-4e9c-bab6-387382861df3.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 accountants or other professional adviser.

If you have sold or transferred all your shares in Safety Godown Company, Limited (the “Company”), you should at once hand this circular 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 take no responsibility for the contents of this circular, 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 circular.

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SAFETY GODOWN CO LTD (Incorporated in Hong Kong with limited liability) (Stock Code: 237)

Executive Director:

LU Wing Yee, Wayne Non-executive Director: LEE Ka Sze, Carmelo

Registered office: Unit 1801, 18/F., Lu Plaza 2 Wing Yip Street Kwun Tong, Kowloon Hong Kong

Independent Non-executive Directors:

GAN Khai Choon LAM Ming Leung LEUNG Man Chiu, Lawrence

13 July 2018

To the shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

NOTICE OF ANNUAL GENERAL MEETING

The notice of the Annual General Meeting for 2018 (“AGM”) of the Company (the “Notice”) is set out in Appendix I to this circular. A form of proxy for use at the AGM and the Annual Report for 2018 are being sent to the shareholders of the Company (the “Shareholders”) together with this circular. Whether or not you are able to attend the meeting, please complete the form of proxy in accordance with the instructions printed

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LETTER FROM THE BOARD

thereon and return it to the registered office of the Company at Unit 1801, 18/F., Lu Plaza, 2 Wing Yip Street, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting if you so wish.

RE-ELECTION OF DIRECTORS

As at 6 July 2018, being the latest practicable date prior to the printing of this circular (the “Latest Practicable Date”), the executive director of the Company is Mr. Lu Wing Yee, Wayne; the non-executive director of the Company is Mr. Lee Ka Sze, Carmelo and the independent non-executive directors of the Company are Mr. Gan Khai Choon, Mr. Lam Ming Leung and Mr. Leung Man Chiu, Lawrence.

In accordance with Articles 78 and 79 of the Company’s Articles of Association (the “Articles of Association”), Mr. Gan Khai Choon and Mr. Lam Ming Leung shall retire by rotation at the AGM of the Company and, being eligible, have offered themselves for re-election.

Mr. Gan Khai Choon and Mr. Lam Ming Leung, who were appointed as independent non-executive directors of the Company in 1990 and 2004 respectively, have served as independent non-executive directors of the Company for more than 9 years. They will retire by rotation in accordance with the Articles of Association of the Company at the AGM. During their tenure of office, both Mr. Gan and Mr. Lam have been able to fulfill all the requirements regarding independence of independent non-executive directors and provide annual confirmation of independence to the Company under Rule 3.13 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The board of directors of the Company (the “Board”) is not aware of any foreseeable events that may occur and affect the independence of both Mr. Gan and Mr. Lam and believes that they are and shall continue to be independent of the Company. The Board will continue to review the independence of Mr. Gan and Mr. Lam annually.

Besides, during their tenure of office, both Mr. Gan and Mr. Lam had discharged their duties as independent non-executive directors to the satisfaction of the Board. Through exercising the scrutinizing and monitoring function of independent non-executive directors, they had contributed to an upright and efficient Board for the interest of the Shareholders.

In view of the above, the Board considers that the re-election of Mr. Gan Khai Choon and Mr. Lam Ming Leung as independent non-executive directors of the Company is beneficial to the Board, the Company and the Shareholders as a whole. Separate resolution will be proposed at the AGM to approve the re-election of Mr. Gan Khai Choon and Mr. Lam Ming Leung as independent non-executive directors of the Company.

Details of the retiring directors of the Company (the “Retiring Directors”) that are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

– 2 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

At the last annual general meeting of the Company held on 18 August 2017, ordinary resolutions were passed whereby general mandates were given to the Board (i) to allot, issue and otherwise deal with shares not exceeding 20% of the total number of issued shares in the Company as at 18 August 2017; and (ii) to buy-back shares of the Company not exceeding 10% of the total number of issued shares in the Company as at 18 August 2017. Such mandates will lapse at the conclusion of the AGM unless being renewed at that meeting.

Ordinary Resolution No. 5 set out in the Notice will be proposed to renew the mandate to allot, issue and deal with shares not exceeding 20% of the total number of issued shares in the Company as at the date of passing the resolution.

Ordinary Resolution No. 6 set out in the Notice will be proposed to renew the mandate to buy-back shares not exceeding 10% of the total number of issued shares in the Company as at the date of passing the resolution.

In addition, subject to the passing of the Ordinary Resolutions Nos. 5 and 6, any shares bought-back by the Company under the Ordinary Resolution No. 6 will also be added to the mandate for issue of additional shares as set out in Ordinary Resolution No. 7.

The Board wishes to state that they have no immediate plans to issue any new shares of the Company or to buy-back any shares pursuant to the relevant mandates. Approval is being sought from the shareholders as a general mandate for the purposes of Sections 140 and 141 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “Companies Ordinance”) and the Listing Rules.

An explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the share buy-back mandate is set out in Appendix III to this circular.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matters to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Accordingly, the Chairman of the meeting will at the AGM demand a poll on all resolutions set out in the Notice pursuant to Article 57 of the Articles of Association.

Pursuant to Article 61 of the Articles of Association, upon a poll every member present in person or by proxy shall have one vote for every share held by him. On a poll a member entitled to more than one vote need not use all his votes or cast his votes in the same way.

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LETTER FROM THE BOARD

Tricor Standard Limited, the Company’s share registrar in Hong Kong, will be appointed as scrutineer of the poll.

RECOMMENDATION

The Board considers that the re-election of the Retiring Directors, the general mandates to issue and buy-back shares are in the best interests of the Company and the Shareholders, and accordingly recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully, By Order of the Board Safety Godown Company, Limited Lu Wing Yee, Wayne Executive Director

– 4 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Safety Godown Company, Limited (the “Company”) will be held at Unit 1806, 18/F., Lu Plaza, 2 Wing Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 17 August 2018 at 12:00 noon (or in the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 10:00 a.m. or any time after 10:00 a.m. on that day, at the same time and place on the first Business Day (as defined in note (7) below) after 17 August 2018) for the following purposes:

  1. To receive and consider the audited consolidated Financial Statements, the Report of the directors of the Company and the Independent Auditor’s Report for the year ended 31 March 2018.

  2. To declare a final dividend for the year ended 31 March 2018.

  3. (a) To re-elect Mr. Gan Khai Choon (who has served as an Independent Non-executive Director for more than 9 years) as an Independent Non-executive Director.

  4. (b) To re-elect Mr. Lam Ming Leung (who has served as an Independent Non-executive Director for more than 9 years) as an Independent Non-executive Director.

  5. (c) To authorise the board of directors of the Company to fix the remuneration of directors.

  6. To re-appoint Deloitte Touche Tohmatsu as auditors and authorise the Directors to fix their remuneration.

As special business, to consider and, if thought fit, to pass the following Ordinary Resolutions:

ORDINARY RESOLUTIONS

  1. THAT :

  2. (a) subject to paragraph (b) of this Resolution and pursuant to Sections 140 and 141 of the Companies Ordinance, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

Company) which will or might require the exercise of such power during or after the end of the Relevant Period be and is hereby generally and unconditionally 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) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares in the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of shares or rights to acquire shares of the Company; or (iii) an issue of shares in the Company upon the exercise of subscription or conversion rights under the terms of any existing warrants, bonds, debentures, notes and other securities of the Company which carry rights to subscribe for or are convertible into shares of the Company; or (iv) an issue of shares in the Company as scrip dividends pursuant to the Articles of Association of the Company from time to time, shall not exceed 20 per cent. of the aggregate number of the shares of the Company in issue as at the date of passing of this Resolution (subject to adjustment in the case of subdivision and consolidation of shares) and the said approval shall be limited accordingly; and

  • (c) for the purpose of this Resolution,

“Relevant Period” means the period from 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 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 of the Company or issue of option, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (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 applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

  1. THAT :

  2. (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back shares of the Company in issue on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by The Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

  3. (b) the aggregate number of shares of the Company which the Company is authorised to be bought-back by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the aggregate number of the shares of the Company in issue as at the date of passing of this Resolution (subject to adjustment in the case of subdivision and consolidation of shares), and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

  4. (c) for the purpose of this Resolution,

“Relevant Period” means the period from 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 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.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX I

  1. THAT conditional upon the passing of Ordinary Resolutions Nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot shares pursuant to Ordinary Resolution No. 5 set out in the notice convening this meeting be and is hereby extended by the addition thereto of a number representing the aggregate number of the shares of the Company bought-back by the Company under the authority granted pursuant to Ordinary Resolution No. 6 set out in the notice convening this meeting, provided that such extended number shall not exceed 10 per cent. of the aggregate number of the shares of the Company in issue as at the date of passing of this Resolution (subject to adjustment in the case of subdivision and consolidation of shares).”

By Order of the Board Safety Godown Company, Limited Mui Ngar May, Joel Company Secretary

Hong Kong, 13 July 2018

Notes:

  • (1) A Member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and on a poll, to vote in his stead and to speak at the meeting. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the registered office of the Company at Unit 1801, 18/F., Lu Plaza, 2 Wing Yip Street, Kwun Tong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

  • (2) To ascertain the shareholders’ entitlement to attend and vote at the meeting, the Register of Members will be closed from Tuesday, 14 August 2018 to Friday, 17 August 2018, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s Share Registrars, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:00 p.m. on Monday, 13 August 2018.

  • (3) To ascertain the shareholders’ entitlement to the proposed final dividend, the Register of Members will be closed from Friday, 24 August 2018 to Tuesday, 28 August 2018, both days inclusive, during which period no transfer of shares can be registered. In order to qualify for the final dividend, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s Share Registrars, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:00 p.m. on Thursday, 23 August 2018.

  • (4) Subject to approval by the shareholders at the Annual General Meeting of the Company, the final dividend will be paid on 12 September 2018 to every shareholder registered as a member on the Register of Members of the Company at the close of business on 28 August 2018.

  • (5) With reference to item no. 3 in this notice, Mr. Gan Khai Choon and Mr. Lam Ming Leung shall retire and, being eligible, have offered themselves for re-election at the Annual General Meeting of the Company. Details of these directors are set out in Appendix II of the circular.

  • (6) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the above meeting.

  • (7) “Business Day” means any day (excluding Saturday) on which no black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 10:00 a.m. on that day and on which banks in Hong Kong are generally open for business. If a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted at 10:00 a.m. or any time after 10:00 a.m. on 17 August 2018, the annual general meeting of the Company will not be held on that day but will be held at the same time and place on the first Business Day after 17 August 2018 instead.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the two Retiring Directors proposed to be re-elected at the AGM. Save for the information set out below, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders in respect of these Retiring Directors who stand for re-election as Directors at the AGM.

Mr. Gan Khai Choon , aged 72, has been an Independent Non-executive Director of the Company since 1990. He is the Chairman of the audit committee and a member of the remuneration and nomination committee of the Company. He was also an Executive Director of City e-Solutions Limited (now known as China Tian Yuan Healthcare Group Limited, a company listed in Hong Kong) for the period from 1989 to 2016. He is also the Chairman of HL Global Enterprises Limited (a company listed in Singapore), Director of China Yuchai International Limited (a company listed in New York) and Managing Director of Hong Leong International (Hong Kong) Limited. Mr. Gan has extensive experience in finance, property development, hotel management and international trading.

Save as disclosed above, as at the Latest Practicable Date, Mr. Gan did not hold any other directorship in public companies listed on any securities market in Hong Kong or overseas in the last three years nor hold any position in any members of the Group.

Mr. Gan does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

There is no service contract entered into between Mr. Gan and the Company and no fixed or proposed length of service with the Company. Mr. Gan is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. The director’s fee payable to him is determined with reference to his duties and responsibilities and shall be subject to review by the Board from time to time pursuant to the power given to it at annual general meetings. For the year ended 31 March 2018, Mr. Gan received a fixed remuneration of HK$68,000 as director’s fee per annum; additional fee of HK$150,000 and HK$60,000 as a member of audit committee and remuneration and nomination committee respectively.

As at the Latest Practicable Date, Mr. Gan did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Lam Ming Leung , aged 66, has been an Independent Non-executive Director of the Company since 1 January 2004. He is the Chairman of the remuneration and nomination committee and a member of the audit committee of the Company. Mr. Lam was a director and general manager of The National Commercial Bank Limited, Hong Kong Branch.

As at the Latest Practicable Date, Mr. Lam did not hold any other directorship in public companies listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, Mr. Lam does not hold any position in any members of the Group.

Mr. Lam does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

There is no service contract entered into between Mr. Lam and the Company and no fixed or proposed length of service with the Company. Mr. Lam is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. The director’s fee payable to him is determined with reference to his duties and responsibilities and shall be subject to review by the Board from time to time pursuant to the power given to it at annual general meetings. For the year ended 31 March 2018, Mr. Lam received a fixed remuneration of HK$68,000 as director’s fee per annum and additional fee of HK$120,000 and HK$60,000 as a member of audit committee and remuneration and nomination committee respectively.

As at the Latest Practicable Date, Mr. Lam had a personal interest of 10,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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EXPLANATORY STATEMENT

APPENDIX III

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules in connection with the buy-back mandate and also constitutes the memorandum required under Section 239(2) of the Companies Ordinance.

SHARE CAPITAL

As at Latest Practicable Date, the number of issued shares of the Company was 135,000,000 shares.

EXERCISE OF THE BUY-BACK MANDATE

Resolution No. 6 set out in the Notice convening the AGM will, if passed, give a general mandate to the Directors authorising the buy-back by the Company of up to 10 per cent. of the shares of the Company in issue as at the date of the AGM at any time until the end of the Relevant Period as defined in Resolution No. 6 set out in the Notice.

Accordingly, exercise in full of the buy-back mandate (on the basis of 135,000,000 shares in issue as at the Latest Practicable Date and assuming no shares are issued or bought-back prior to the date of the AGM) would result in up to 13,500,000 shares being bought-back by the Company during the Relevant Period.

REASONS FOR BUY-BACK

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to buy-back shares. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and/or its earning per share and will only be made when the Directors believe that such buy-back will benefit the Company and its Shareholders.

FUNDING OF BUY-BACK

In buy-back shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the applicable laws of Hong Kong and the Listing Rules. Any buy-back will be made out of funds of the Company legally permitted to be utilised in this connection, being distributable profits of the Company or the proceeds of a new issue of shares made for such purpose.

If the share buy-back mandate were exercised in full at any time during the Relevant Period, there could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements as at 31 March 2018). The Directors therefore do not propose to exercise the power under the share buy-back mandate to such an extent unless it is determined by the Directors that such buy-back are, taking account of all relevant factors, in the best interests of the Company.

GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates have a present intention to sell any shares to the Company, or have undertaken not to do so, in the event the share buy-back mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX III

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the buy-back mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell shares to the Company, or have undertaken not to do so, in the event that the buy-back mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a buy-back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of The Codes on Takeovers and Mergers and Share Buy-backs (the “Takeovers Code”). Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending upon the level of increase in shareholding interest(s), 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.

As at the Latest Practicable Date, Mr. Lu Wing Yee, Wayne (an executive director of the Company) and Ms. Chan Koon Fung, in their capacities as the executors of the estate of the late Mr. Lu Sin and in their personal capacities, and parties acting in concert with them together already controlled more than 50 per cent., in aggregate, of the voting rights of the Company. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any buy-back made under the buy-back mandate.

SHARE PRICES

The highest and lowest prices at which the shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:–

Highest Lowest
HK$ HK$
2017
July 20.600 18.620
August 19.404# 18.540
September 18.800 18.180
October 18.680 18.300
November 18.900 18.200
December 18.300 17.720
2018
January 18.200 17.960
February 18.000 17.280
March 17.900 17.120
April 17.640 17.000
May 17.860 17.000
June 18.000 16.020
July (from 1 July up to Latest Practicable Date) 16.500 15.380

Adjusted due to declaration of special dividend

SHARE BUY-BACK BY THE COMPANY

The Company has not bought back any of its shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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