Globe Capital Limited Notice of AGM
07 February 2018 - 9:10PM
UK Regulatory
TIDMGCAP
GCAP
7 February 2018
Globe Capital Limited
(The Company)
Notice of AGM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you are recommended
to seek your own financial advice from your stockbroker or other independent
adviser authorised under the Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in Globe Capital
Limited, please forward this document, together with the accompanying
documents, as soon as possible either to the purchaser or transferee or to the
person who arranged the sale or transfer so they can pass these documents to
the person who now holds the shares.
GLOBE CAPITAL LIMITED
Directors:
David Barnett (Chairman)
Darren Edmonston
To the Shareholders of Globe Capital Limited
Dear Shareholder
ANNUAL GENERAL MEETING - 10.00 a.m. on 5 March 2018
I am pleased to enclose the notice of the Company's Annual General Meeting, to
be held at 10.00 a.m. on 5 March 2018.
The ordinary business of the Annual General Meeting will be to receive and
adopt the accounts of the Company to 31st December 2015 & 2016, approve voting
of no dividend to re-appoint the auditors, and to re-elect directors.
You will find set out at the end of this document a notice convening the AGM to
be held at
c/o Bushwood Accountants, The Barn, Tednambury Farm, Tednmabury,
Sawbridgeworth, Herts CM23 4BD.
1. ACTION TO BE TAKEN
A Form of Proxy is enclosed, for use at the AGM. Whether or not you intend to
be present at the AGM, you are asked to complete, sign and return the Form of
Proxy to the Company's registrars, c/o Bushwood Accountants, The Barn,
Tednambury Farm, Tednambury, Sawbridgeworth, Herts CM23 4BD, as soon as
possible but in any event, so as to arrive no later than 6.00 p.m. on 2 March
2018. The completion and return of a Form of Proxy will not preclude you from
attending the AGM and voting in person should you wish to do so. Accordingly,
whether or not you intend to attend the AGM in person, you are urged to
complete and return the Form of Proxy as soon as possible.
2. RECOMMATIONS
The Directors consider that the resolutions to be proposed at the AGM are in
the best interests of the Company and Shareholders as a whole. Accordingly, the
Directors unanimously recommend Shareholders to vote in favour of the
resolutions to be proposed at the AGM.
Finally, the directors would like to take this opportunity to announce that the
company will be looking to open an office in Dubai alongside its address in
Hong Kong and to support its future plans
Yours faithfully
David Barnett
Chairman
Annual General Meeting
__________________________________________________________________________________________
On Monday 5 March 2018 at 10.00am (GMT)
This document is important and requires your immediate attention. If you are in
any doubt as to what action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant or other professional advisor
immediately. If you have sold or otherwise transferred all of your shares,
please pass this document, together with the accompanying documents, to the
purchaser or transferee, or to the person who arranged the sale or transfer so
they can pass these documents to the person who now holds the shares. The
Notice of Annual General Meeting and a Proxy Form are being sent to all
shareholders. The Annual Report 2015 and Annual Report 2016 are being sent to
all shareholders.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Globe Capital Limited
will be held at c/o Bushwood Accountants, Tednambury Farm, Tednambury,
Sawbridgeworth, Herts CM23 4BD on 5 March 2018 (Monday) at 10:00a.m. (GMT) for,
inter alia, the following purposes:-
ORDINARY BUSINESS
To consider, and if thought fit, pass the following resolutions which will be
proposed as ordinary resolutions and require that more than half of the votes
cast must be in favour of each resolution for it to be passed.
1. To approve the directors' remuneration for 2015;
2. To receive and adopt the Annual Report for the year ended 31
December 2015;
3. To declare no final dividend on the ordinary shares for 2015;
4. To approve the directors' remuneration for 2016;
5. To receive and adopt the Annual Report for the year ended 31
December 2016;
6. To declare no final dividend on the ordinary shares for 2016;
7 To elect Darren Edmonston as a director according to Article
143.3;
8. To re-appoint PKF Hong Kong as the Company's auditors and
authorise the board of directors of the Company to fix auditors'
remuneration; and
9. THAT, the directors of the Company ("Directors") be generally and
unconditionally authorised to allot shares in the Company and to
grant rights to subscribe for or to convert any security into
shares in the Company ("Rights") up to 125,000,000 Ordinary shares
provided that this authority shall, unless renewed, varied or
revoked by the Company, expire on the conclusion of the Annual
General Meeting of the Company to be held in 2019 or, if earlier,
15 months after the date on which this resolution has been passed,
provided that the Company may, before such expiry, make an offer
or agreement which would or might require shares to be allotted or
Rights to be granted and the Directors may allot shares or grant
Rights in pursuance of such offer or agreement notwithstanding
that the authority conferred by this resolution has expired. This
authority is in substitution for all previous authorities
conferred on the Directors in accordance with Article 23.
SPECIAL BUSINESS
To consider, and if thought fit, pass the following resolutions which will be
proposed as special resolutions and require that more than three-quarters of
the votes cast must be in favour of each resolution for it to be passed.
10. THAT, subject to the passing of resolution 9 the Directors be
generally empowered to allot equity securities for cash pursuant
to the authority conferred by resolution 9 above, as if any
pre-emption provisions in the Company's articles of association or
other rights did not apply to any such allotment, provided that
the power conferred by this resolution shall be limited to:
10.1 any allotment of equity securities where such securities have been
offered whether by way of rights issue, open offer, or otherwise
to holders of equity securities in proportion as nearly as may be
practicable to their then holdings of such securities but subject
to the directors having the right to make such exclusions or other
arrangements in connection with such offer as they deem necessary
or expedient to deal with fractional entitlements or legal or
practical problems arising in, or pursuant to, the laws of any
territory or the requirements of any regulatory body or stock
exchange in any territory or otherwise howsoever,
10.2 the allotment (otherwise then pursuant to sub-paragraph (1) above)
of equity securities up to 125,000,000 Ordinary Shares such
authority and power shall, unless renewed, varied or revoked by
the Company, expire on the conclusion of the Annual General
Meeting of the Company to be held in 2019 or, if earlier, 15
months after the date on which this resolution has been passed,
provided that the Company may, before such expiry, make any offer
or agreement or other arrangement which would or might require
equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offer
or agreement or other arrangement as if the power hereby conferred
had not expired.
By Order of the Board
Christopher Neo
Company Secretary
London, 5 February 2018
Notes for Notice of Annual General Meeting
1. To be entitled to attend and vote at the AGM (and for the purpose of the
determination by the Company of the votes they may cast), shareholders must be
registered in the register of members of the Company at 6.00pm (GMT) on Friday
2 March 2018 (or, in the event of any adjournment of the AGM, at least
forty-eight (48) hours before the time of the adjourned meeting). Changes to
the register of members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the meeting.
2. Shareholders are entitled to appoint a proxy to exercise all or any of
their rights to attend, to speak and to vote on their behalf at the meeting. A
shareholder may appoint more than one proxy in relation to the AGM provided
that each proxy is appointed to exercise the rights attached to a different
share or shares held by that shareholder. A proxy need not be a shareholder of
the Company. A Proxy Form which may be used to makes such appointment and gives
proxy instructions accompanies this document.
3. To vote by post, please complete the Proxy Form in accordance with the
instructions printed thereon. The Proxy Form or other instrument appointing a
proxy must be received by post or (during normal business hours only) by hand
at c/o Bushwood Accountants, Tednambury Farm, Tednambury, Sawbridgeworth, Herts
CM23 4BD.
4. To be valid, a Proxy Form or other instrument appointing a proxy that has
been sent by post or hand delivered must be received no later than 6.00pm (GMT)
on Friday 2 March 2018. A shareholder must inform the Company in witting of any
termination of the authority of a proxy.
5. The return of a completed proxy form, or other such instrument, will not
prevent a shareholder attending the AGM and voting in person if he/she wishes
to do so.
6. Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a member
provided that they do not do so in relation to the same shares.
7. Any member attending the AGM has the right to ask questions. The Company
must cause to be answered any such question relating to the business being
dealt with at the AGM but no such answer need be given if (a) to do so would
interfere unduly with the preparation for the AGM or involve the disclosure of
confidential information, (b) the answer has already been given on the
Company's website in the form of an answer to a question, or (c) it is not
desirable in the interests of the Company or the good order of the AGM that the
question be answered.
8. All resolutions to be proposed at the AGM will be put to vote on a poll.
This will result in a more accurate reflection of the views of shareholders by
ensuing that every vote is recognized, including the votes of those
shareholders who are unable to attend the meeting but who have appointed a
proxy for the meeting. On a poll, each shareholder has one vote for every share
held.
As at the date of this notice, the Board of the Company comprises David Barnett
and Darren Edmonston.
GLOBE CAPITAL LIMITED
Proxy Form for use at the Annual General Meeting (or any adjournment thereof)
I/We (Note 1) ........................................................................................................................................................ of .....................
........................................................................................................................................................being holder(s) of ........................
.............. (Note 2) shares of 0.01 pence each in the capital of GLOBE CAPITAL
LIMITED (the "Company") HEREBY APPOINT (Note 3) .......................................................................... of......
........................................................................................................................................................................or failing him ........................
............................................................................................................................... of ................................................................................................
............................................................................or failing him, THE CHAIRMAN OF THE MEETING as my/our
proxy(ies) to attend and vote for me/us on my/our behalf at the Annual General
Meeting 2018 of the Company to be held on Monday 5 March 2018 at 10:00am (GMT)
at c/o Bushwood Accountants, Tednambury Farm, Tednambury, Sawbridgeworth, Herts
CM23 4BD (or any adjournment thereof) and to vote at such meeting or any
adjournment thereof in respect of the resolutions as hereunder indicated or, if
no such indication is given, as my/our proxy(ies) thinks fit.
ORDINARY RESOLUTIONS For (Note 4) Against (Note 4)
1. To approve the directors' remuneration for 2015
2. To receive and adopt the Annual Report for the year ended 31
December 2015
3. To declare no final dividend on the ordinary shares for
2015
4. To approve the directors' remuneration for 2016
5. To receive and adopt the Annual Report for the year ended 31
December 2016
6. To declare no final dividend on the ordinary shares for
2016
7. To elect Darren Edmonston as a director according to Article
143.3
8. To re-appoint PKF Hong Kong as the Company's auditors and authorise
the board of directors of the Company to fix auditors'
remuneration
9. To authorise the directors to allot shares
SPECIAL RESOLUTIONS For (Note 4) Against (Note 4)
10. To authorise the directors to disapply pre-emption rights and allot
equity securities for cash
Dated this................................... day of
.................................. 2018. Signature(s) (Note 5)
.........................
Notes:
1. Please insert the full name(s) and address(es) (as shown in the register of
the members) in BLOCK CAPITALS.
2. Please insert the number of all the shares in the Company registered in your
name(s) and delete if inappropriate.
3. Please insert the name and address of the proxy desired. IF NO NAME IS
INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A proxy need not
be a shareholder of the Company. ANY ALTERNATION MADE TO THIS FORM OF PROXY
MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED
"FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED
"AGAINST". Failure to tick or state the exact number of shares in any box will
entitle your proxy to cast your vote at his discretion. Your proxy will also be
entitled to vote at his discretion on any resolution properly put to the
meeting other than that referred to in the notice convening the meeting.
5. This form of proxy must be signed by you or your attorney duly authorised in
writing or, in the case of a corporation, must either be executed under its
common seal or under the hand of an officer or attorney or other person duly
authorised.
6. In the case of joint registered holders, the vote of the senior who renders
a vote, whether in person or by proxy, shall be accepted to the exclusion of
the vote(s) of other joint holder(s) and for this purpose seniority shall be
determined by the order in which the names stand in the register of members of
the Company in respect of joint holding.
7. To be valid, a proxy form, together with the power of attorney or other
authority, if any, under which it is signed or a certified copy of that power
or authority must be lodged with the Company at Unit A, 18/F, Epoch Industrial
Building, No.8 Cheung Ho Street, Tsing Yi, New Territories, Hong Kong not less
than 48 hours before the time appointed for holding the meeting or any
adjournment thereof; and an instrument of proxy which is not deposited or
delivered in a manner so permitted shall be invalid.
8. Completion and delivery of the form of proxy will not preclude you from
attending and voting at the meeting if you so wish.
END
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