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THE HONG KONG AND SHANGHAI HOTELS, LIMITED.
NOTICE OF EXTRAORDINARY GENERAL MEETING.
OTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Members of The Hong Kong and Shanghai Hotels, Limited, wil be held at Exchange Building, Victoria. in the Colony of Hong Kong, on Friday, the 18th day of March, 1932, at 11 30 in the forenoon immediately after the Annual General Meeting of the Company, for the purpose of considering and if thought fit passing the following resolutions as Ordinary Resolutions:
1. That the authorised Capital of the Company (which is now $10,000,000.00 divided into 1,000,000 Shares of $1000 each. of which the whole have been issud) be increased from $10 000,000 00 consisting as aforesaid to $15,000,000.00 (cousisting of 1,500,000 Shares of the nominal value of $10.00 each) by the creation of 500,000 New Shares of the nominal value of $10.00 each,
2. That in the first instance 200,000 of the said New Shares be offered at par (in the proportion of one New Share for every five Old Shares held by them respectively) to the persons who on the 18th day of March, 1932, are registered in the Company's hare Register as the holders of the 1,000,000 Old Shares and so that on acceptance of such offer the full nominal amount due in respect of such 20,000 New Shares shall be payable on the 30th day of June 1932, and that on acceptance of such offer and on payment in manner aforesaid such shares so taken up shall rank as from the 1st day of July, 1932, for dividend and in all other respects pari passu with the shares constituting the Company's present issued Capital, and that any of the said 200,000 New Shares which shall not be taken up by the Company's Shareholders in manner af resaid be disposed of at such time or times in such manner and upon such terms and conditions as the Company's Board of Directors shall think fit.
3. That such offer be made by notice specifying the number of shares to which the Member is entitled and limiting the time within which the offer if not accepted by the Member on behalf of himself or his nominee will be deemed to be declined and that the Directors be at liberty to fix such time and to extend it to such date or dates as they may think fit.
4. That the balance of 300,000 Shares constituting that Company's unissued Capital be issued at such time or times in such manner and for such purposes and upon such terms and conditions in every respect as the Com- pany's Board of Directors may decide.
AND NOTICE IS HEREBY ALSO GIVEN that the before mentioned Extraordinary General Meeting will be continued for the purpose of considering and if thought fit passing the following Resolution as an Extraordinary Resolution:-
5. That the Articles of Association of the Company be altered in manner following:
"(a) By the insertion immediately after Article No 123 of the existing Articles of Association of the two
following new Articles to be known as Articles 126A and 1268.”
“126A. Each Director who is a registered holder in his own right of not less than 25,000 Shares in the Capital of the Company shall have the power to nominate any person approved for that purposė by a majority of the other Directors of the Company to act as an alternate Director, in his place, during his absence from the Colony of Hong Kong or inability to act through illuess as such Director, and at his discretion to remove such alternate Director, and on any such appointment being made, the alternate Director shall be subject in all respect to the terms and conditions existing with reference to the other Directors of the Company, and any alternate Director while acting in the place of an absent Director, shall exercise and discharge all the duties and functions of the Director he represents, but shall look to such Director solely for his remuneration and shall not be entitled to e aim remuneration from the Company Provided always that it shall be a condition precedent to the exercise of the power of appointment herein contained and the continuance of the appoint- ment hereunder that the Director exercising the same shall be, at the time of making such appoint- ment and shall continue to be so long as the said appointment continues, the registered kolder in his own right of not less than 25,000 Shares in the Capital of the Company. Every appointment made in pursuance of this Article shall be in writing under the hand of the Director making the same “12 B. Any instrument appointing an alternate Director in pursuance of Article 12 of these Articles
shall be as nearly as circumstances will admit in the following form or to the effect following:-
a Director of The Hong Kong and Shanghai Hotels, Limited, in pursnance of the power in that behalf contained in Article 126A of the Articles of Association of the Company do hereby nominated and appoint
1,
of
27
19
to act as
alternate Director in my place during my absence from the Colony of Hong Kong or my inability to act as a Director through illness (as the case may be) to exercise and discharge all my duties as a Director of the Company.
day of One thousand nine hundred and thirty
AS WITNESS my hand this
AND NOTICE IS HEREBY ALSO GIVEN that a further Extraordinary General Meeting of the Members of the above named Company will be held at Noon at the same place on the 4th day of April, 1932, for the purpose of receiving a report of the proceedings at the proceedings at the last above mentioned meeting and of confirming if thought fit as a Special Resolution the before mentioned resolution numbered 5 herein.
Dated this 27th day of January, 1932.
By Order of the Board,
F. C. BARRY, Secretary.