- Part 6: For the preceding part double click ID:nRSb0317Se
1 to 8 are proposed as ordinary resolutions and will be passed if approved by a simple majority. The
ordinary resolutions will be passed at the meeting on a show of hands if they are approved by a simple majority of the
members voting in person or by proxy. The ordinary resolutions, if passed on a poll taken at the Annual General Meeting,
will be passed if approved by the members representing a simple majority of the total voting rights of members voting in
person or by proxy. Resolution 9 is proposed as a special resolution and will be passed if approved by a majority of not
less than 75%. The special resolution will be passed at the meeting on a show of hands if it is approved by not less than
75% of the members voting in person or by proxy. The special resolution, if passed on a poll taken at the Annual General
Meeting, will be passed if approved by members representing not less than 75% of the total voting rights of members voting
in person or by proxy.
6. In accordance with the Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009 and Article 19.5 of
the Company's Articles of Incorporation, only those members entered in the Register of Members of the Company at close of
business on Friday, 3 November 2017 shall be entitled to attend or vote at the Meeting in respect of the number of shares
registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded
in determining the rights of any person to attend or vote at the Annual General Meeting.
7. CREST members who wish to appoint and/or give instructions to a proxy or proxies through the CREST electronic proxy
appointment service may do so for the Annual General Meeting to be held on 8 November 2017 and any adjournment(s) thereof
by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
8. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (the CREST Proxy
Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("Euroclear")
specifications and must contain the information required for such instructions, as described in the CREST Manual. The
message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be transmitted so as to be received by Capita Asset Services (Crest
Participant RA10) by no later than 2.30pm on 6 November 2017. For this purpose, the time of receipt will be taken to be the
time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Capita Asset
Services is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change
of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
9. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does
not make available special procedures in CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions, it is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service
provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to
ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members
and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in Regulation 34(1) of the Uncertificated Securities (Guernsey) Regulations,
2009.
10. The Register of Directors' Interests kept by the Company shall be available for inspection at the Registered Office of
the Company by any member between the hours of 10.00am and 12.00 noon on any business day for a period of 14 days before
and ending 3 days after the Annual General Meeting. The Register of Directors' Interests shall be produced at the
commencement of the Annual General Meeting and shall remain open and accessible during the continuance of the Annual
General Meeting to any person attending such meeting.
Explanatory Note
Directors' remuneration report - resolution 2
It is a requirement of Listing Rule 9.8.6 R (7) that all quoted companies produce a board-approved report on Directors'
remuneration in respect of each financial year. This report is set out in the Annual Report and Accounts. An ordinary
resolution will be put to shareholders seeking approval of the remuneration report.
Authority to buyback shares - resolution 9
This resolution renews the share buyback authority that was given by Shareholders at the Annual General Meeting held on 14
November 2016. Resolution 9 gives the Directors authority to make market purchases of the Company's own shares, up to 14.99
percent of the Company's issued share capital (as at the time immediately following the passing of the resolution) and
subject to minimum and maximum purchase prices. This authority will only be invoked if, after taking proper advice, the
Directors consider that benefits will accrue to shareholders generally.
DIRECTORS AND COMPANY INFORMATION
Directors
Chris Russell (Chairman)
Thomas Ashworth
Alan Clifton
Wilfred Woo
Audit Committee
Alan Clifton (Chairman)
Wilfred Woo
Chris Russell
Management Engagement Committee
Alan Clifton (Chairman)
Chris Russell
Wilfred Woo
Nomination and Remuneration Committee
Alan Clifton (Chairman)
Thomas Ashworth
Wilfred Woo
Chris Russell
Manager
Sniper Capital Limited
Vistra Corporate Services Centre
Wickhams Cay II
Road Town, Tortola
VG 1110
British Virgin Islands
Investment Adviser
Sniper Capital (Macau) Limited
918 Avenida da Amizade
14/F World Trade Centre
Macau
Corporate Broker
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
Independent Auditors
Ernst & Young LLP
P.O. Box 9
Royal Chambers
St. Julian's Avenue
St. Peter Port
Guernsey GY1 4AF
Property Valuers
Savills (Macau) Limited
Suite 1309-10
13/F Macau Landmark
555 Avenida da Amizade
Macau
Solicitors to the Group as to English Law
Norton Rose LLP
3 More London Riverside
London SE1 2AQ
Advocates to the Group as to Guernsey Law
Carey Olsen
Carey House
Les Banques, St. Peter Port
Guernsey GY1 4BZ
Administrator and Company Secretary
Heritage International Fund Managers Limited
Heritage Hall
P.O. Box 225
Le Marchant Street
St. Peter Port, Guernsey
Channel Islands GY1 4HY
Macau and Hong Kong Administrator
Adept Capital Partners Services Limited
26/F Jubilee Centre
42-46 Gloucester Road
Hong Kong
Registered Office
Heritage Hall
P.O. Box 225
Le Marchant Street
St. Peter Port, Guernsey
Channel Islands GY1 4HY
This information is provided by RNS
The company news service from the London Stock Exchange