CAF DE CORAL HOLDINGS LIMITED

大家樂集團有限公司
(Incorporated in Bermuda with Limited Liability)
(Stock Code: 341)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2007 Annual General Meeting (the “Meeting”) of Caf
de Coral Holdings Limited (the “Company”) will be held at Ballroom A, 2
nd
Floor, Langham Hotel Hong
Kong, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 18
th
September, 2007 at 2:30 p.m.
for the following purposes:

As Ordinary Business:

1. To receive and adopt the Audited Accounts and the reports of the Directors and Auditors for
the year ended 31
st
March, 2007;

2. To declare a final dividend;

3. To re-elect retiring Directors and authorize the Board of Directors to fix their remuneration;

4. To re-appoint Messrs. PricewaterhouseCoopers as the auditors of the Company and
authorize the Board of Directors to fix their remuneration;

As Special Business:

5. To consider, and if thought fit, pass (with or without amendments) the following resolution
as an Ordinary Resolution:

“THAT

(a) subject to paragraph (c) below, the exercise by the Directors of the Company during
the Relevant Period of all the powers of the Company to allot, issue and otherwise
deal with additional shares in the capital of the Company and to make or grant offers,
agreements and options which 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;
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(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) the exercise of rights of subscription or
conversion under the terms of any warrant or other securities issued by the Company
carrying a right to subscribe for shares of the Company; or (iii) the exercise of
subscription rights under any employee share option scheme; or (iv) an issue of
shares as scrip dividends pursuant to the Bye-laws of the Company from time to time,
shall not exceed the aggregate of:

(i) 20 per cent. of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing of this Resolution; and

(ii) (if the Directors of the Company are so authorized by a separate ordinary
resolution of the shareholders of the Company) the nominal amount of any share
capital of the Company repurchased by the Company subsequent to the passing
of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate
nominal amount of the share capital of the Company in issue at the date of
passing of this Resolution), and the said approval shall be limited accordingly;

(d) for the purposes of this Resolution:

“Relevant Period” means the period from the date of passing of this Resolution until
whichever is the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of
the Company is required by the Bye-laws of the Company or any applicable
laws to be held; and

(iii) the revocation or variation of the authority given under this Resolution by an
ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of shares pursuant to an offer (open
for a period fixed by the Directors of the Company) made to holders of shares or any
class thereof on the Register of Members of the Company on a fixed record date in
proportion to their then holdings of such shares or class thereof (subject to such
exclusion or other arrangements as the Directors of the Company may deem
necessary or expedient in relation to fractional entitlements or having regard to any
restrictions or obligations under the laws of, or the requirements of any recognized
regulatory body or any stock exchange in, any territory outside Hong Kong)”;

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6. To consider and, if thought fit, pass (with or without amendments) the following resolution
as an Ordinary Resolution:

“THAT

(a) subject to paragraph (b) below, the exercise by the Directors of the Company during
the Relevant Period (which shall have the same meaning for the purpose of this
Resolution, mutatis mutandis, as given in paragraph (d) of the resolution set out as
Resolution No. 5 in the notice of this Meeting) of all powers of the Company to
purchase its shares, subject to and in accordance with all applicable laws and
requirements of the Rules Governing the Listing of Securities on of the aggregate
nominal amount of the shares of the Company in issue at the date of passing of this
Resolution and the said approval shall be limited accordingly.”;

7. To consider and, if thought fit, pass (with or without amendments) the following resolution
as an Ordinary Resolution:

“THAT conditional upon the passing of the Resolution Nos. 5 and 6, the general mandate
granted to the Directors of the Company (pursuant to Resolution No. 5 or otherwise) and for
the time being in force to exercise the powers of the Company to allot shares be and is
hereby extended by an amount representing the aggregate nominal amount of the share
capital repurchased by the Company under the authority granted by the resolution set out as
Resolution no. 6.”;

8. To consider and, if thought fit, pass (with or without amendments) the following resolution
as an Ordinary Resolution:

“THAT the grant of options to subscribe for 1,500,000, 1,500,000 and 450,000 shares of
HK$0.10 each in the capital of the Company to Mr. Chan Yue Kwong, Michael, Mr. Lo Hoi
Kwong, Sunny and Ms. Lo Pik Ling, Anita respectively (all of which are executive directors
of the Company), subject to and in accordance with the terms of the share option scheme
adopted by the Company on 24th September, 2003, be and is hereby approved; and THAT
any director of the Company be and is hereby authorized to do such things and acts as may
be necessary or expedient to give full effect to such grant of options.”.

By Order of the Board
To Hon Fai, Alfred
Company Secretary
Hong Kong, 24
th
August, 2007

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Registered office Head Office
Canon’s Court 10
th
Floor
22 Victoria Street Caf de Coral Centre
Hamilton HM12 5 Wo Shui Street
Bermuda Fo Tan, Shatin
New Territories
Hong Kong
Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice may appoint one or more proxies to
attend the Meeting and vote on a poll instead of him. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially certified
copy of such power of authority must be deposited with the Company Secretary at the Company’s Head Office at 10
th

Floor, Caf de Coral Centre, 5 Wo Shui Street, Fo Tan, Shatin, New Territories, Hong Kong not less than 48 hours before
the time appointed for holding the Meeting or any adjournment thereof.

3. The Register of Members will be closed from 11
th
September, 2007 to 18
th
September, 2007, both days inclusive, during
which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all completed
transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong Branch
Share Registrars, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, Hopewell Centre, 183
Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 10
th
September, 2007.

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Chan Yue
Kwong, Michael, Mr. Lo Hoi Kwong, Sunny, Ms. Lo Pik Ling, Anita and Mr. Lo Tak Shing, Peter as
executive directors; Mr. Lo Tang Seong, Victor, Mr. Lo Hoi Chun and Mr. Hiu Tung Wah, Samuel as
non-executive directors; Mr. Choi Ngai Min, Michael, Mr. Li Kwok Sing, Aubrey and Mr. Kwok Lam
Kwong, Larry as independent non-executive directors.