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YNBY International Limited Proxy Solicitation & Information Statement 2023

Aug 11, 2023

48886_rns_2023-08-11_d2473829-e218-4428-abbb-9b841eb74280.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY for use at the Extraordinary General Meeting on 30th August 2023

SWIRE PACIFIC LIMITED 太古股份有限公司

I/We

of

being a Member/Members of Swire Pacific Limited (the “Company”), hereby appoint GUY MARTIN COUTTS BRADLEY of Hong Kong or failing him MARTIN JAMES MURRAY of Hong Kong or failing him the Chairman of the Meeting or (see Note 1)

of

as my/our proxy to vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “Extraordinary General Meeting” or the “Meeting”) to be held on Wednesday, 30th August 2023 at 4:00 p.m. at the Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong and at any adjournment thereof on the undermentioned ordinary resolution as indicated:

  • For Against

  • (see Note 2) (see Note 2)

  • THAT[*] : (a) the entering into of the Share Purchase Agreement and the transactions contemplated thereunder, be and is hereby approved; and

  • (b) any Director of the Company be and is hereby authorised to do all such further acts, matters and things as he/she may in his/her absolute discretion consider necessary, desirable or expedient for the purposes of or in connection with implementing, completing and giving effect to the Share Purchase Agreement and the transactions contemplated thereunder.

  • Capitalised terms used in this form of proxy shall have the same meanings as defined in the circular of the Company dated 14th August 2023.

Signature:
Date:
Notes:
(see Notes 4 and 5)
2023
Number of ‘A’ and ‘B’ shares to which this
proxy relates. (see Note 3)
‘A’ shares
‘B’ shares
  1. If you wish to appoint another person (who need not be a Member of the Company) as proxy, the names as shown above should be deleted and the name and address of the other person inserted.

  2. IMPORTANT: Please indicate with a “�” in the appropriate space opposite the resolution how you wish the proxy to vote on your behalf. If this form of proxy is signed and returned without any indication as to how the proxy shall vote, he/she will exercise his/her discretion as to whether or not he/she abstains from voting and, if appropriate, as to how he/she votes. Unless instructed otherwise, your proxy may also vote or abstain from voting as he/she thinks fit on any other business (including any amendment to any resolution) which may properly come before the Meeting.

  3. Please insert the number of ‘A’ and/or ‘B’ shares to which this proxy relates in the box provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form will be deemed to relate to all the ‘A’ and/or ‘B’ shares in the Company which are registered in your name (whether alone or jointly with others).

  4. In the case of joint shareholders, this form of proxy must be signed by the shareholder whose name stands first in the register of members.

  5. In the case of a corporation, this form of proxy should be under its common seal or under the hand of an officer of the corporation duly authorised.

  6. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited with the Company’s share registrar, 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 holding of 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.

  7. Whether or not you intend to be present at the Meeting, you are requested to complete the form of proxy. The completion of a form of proxy and returning it to the Company’s share registrar will not preclude you from attending and voting in person at the Meeting and, in such event, the appointment of the proxy will be deemed to be revoked.