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Hong Kong Ferry (Holdings) Co. Ltd.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the members of the Company will be
held on board the vessel, Harbour Cruise - Bauhinia, at the new Wan Chai Pier, Wan Chai, Hong Kong on Thursday, 4 May 2000 at 12:00 noon for the following purposes:-
(1) To receive and consider the audited accounts and reports of the Directors and Auditors for the
year ended 31 December 1999.
(2) To declare a final dividend.
(3) To re-elect Directors.
(4) To re-appoint KPMG as Auditors and to authorize the Directors to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without amendments, the following
resolutions as ordinary resolutions:-
(5) "THAT:-
(a) subject to paragraph (c) and pursuant to section 57B of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares of HK$1 each in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of
such powers after the end of the Relevant Period;
(c) 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 pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue, or (ii) an issue of shares in the Company upon the exercise of the subscription rights under any securities which are convertible into shares of the Company, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and