SYMPHONY
INTERNATIONAL HOLDINGS LIMITED
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the
ANNUAL GENERAL MEETING of the Company will be held at 200 Newton
Road, #07-01 Newton 200, Singapore 307983 (Tel +65 6536 6177) on
Monday, 29 April 2024 at 4.30 p.m. (BST+7) for the purpose of the
following matters:
Ordinary Business
To receive the annual report which
includes the financial statements for the year ended 31 December
2023.
Ordinary Resolution
To consider and, if thought fit,
passing the following ordinary resolution:
THAT the Company be and is hereby generally and
unconditionally authorised in accordance with section 59 of the BVI
Business Companies Act 2004 (as amended) to make market purchases
of its own Shares at the discretion of the Directors and on such
terms and in such manner as the Directors may from time to time
determine provided that:
(a)
the maximum number of Shares hereby authorised to be purchased
shall be 14.99 per cent. of the Shares in issue at the date of this
notice;
(b)
the maximum price which may be paid for any such Share shall not
exceed the higher of:
(i) 5 per cent. above
the average market value of the Company's Shares for the five
business days prior to the day the purchase is made; and
(ii) the higher
of the price of the last independent trade and the highest current
independent bid at the time of the purchase on the trading venues
where the purchase is carried out; and
(c) the
authority hereby confirmed shall expire at the conclusion of the
Company's next annual general meeting.
By order of the Board,
Anil Thadani
Director
Dated this 5 day of April,
2024
1. A shareholder entitled to
attend and vote at the Annual General Meeting may appoint a proxy
(who need not be a member of the Company) to attend and to vote in
his place. The instrument appointing a proxy should be deposited at
Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1
4DL, United Kingdom no later than 48 hours before the Annual
General Meeting (excluding non-business days). If the appointee is
a corporation, this form must be executed under its seal or under
the hand of an officer, attorney or other person authorised to sign
the same.
2. In order to qualify for
attending the above Meeting, all instruments of transfers must be
lodged with Link Group, PXS 1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, United Kingdom not less than 48 hours
before the time appointed for holding the Meeting or the adjourned
Meeting (as the case may be) (excluding non-business
days).
3. Unless otherwise
indicated on the Form of Proxy the proxy will vote as they think
fit or, at their discretion, withhold from voting.
4. In the case of joint holders
of a share, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the Register of
Members in respect of the joint holding.
5. The ordinary resolution of
the Annual General Meeting will be passed by a simple majority of
the votes validly cast, whatever be the number of shareholders
present or represented at the Annual General Meeting. Each share is
entitled to one vote.
6. Holders of Depository
Interests should complete the Form of Direction enclosed with their
Notice of Annual General Meeting.
7. Holders of Depository
Interests can instruct Link Market Services Trustees Limited, the
Depository, or amend an instruction to a previously submitted
direction, via the CREST system. The CREST message must be received
by the issuer's agent RA10 by 4.30 p.m. (BST+7) on Wednesday, 24
April 2024. 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 the issuer's agent is
able to retrieve the message. CREST Personal Members or other CREST
sponsored members, and those CREST Members who have appointed
voting service provider(s) should contact their CREST sponsor or
voting service provider(s) for assistance with instructing Link
Market Services Trustees Limited via CREST. For further information
on CREST procedures, limitations and system timings please refer to
the CREST Manual. We may treat as invalid a direction appointment
sent by CREST in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001. In any case your
Form of Direction must be received by the Company's Registrars no
later than 4.30 p.m. (BST+7) on Wednesday, 24 April
2024.