If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult
your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or
other professional adviser.
If you have sold or transferred all your shares in Public Financial Holdings Limited, you should at once hand
this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or
other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

(Incorporated in Bermuda with limited liability)
(Stock Code: 626)
PROPOSALS IN RESPECT OF GENERAL MANDATES TO
REPURCHASEAND ISSUE SHARESAND RE-ELECTION OF DIRECTORS

A notice convening the annual general meeting of Public Financial Holdings Limited (the “Company”) to be
held at Kowloon Room 1, Mezzanine Floor, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East,
Kowloon, Hong Kong on Tuesday, 19 February 2008 at 10:00 a.m. (the “2008 Annual General Meeting”) is
set out on pages 11 to 14 of this circular.
Whether or not you are able to attend the 2008 Annual General Meeting, please complete the accompanying
form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share
registrar in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong
Kong no later than 48 hours before the time appointed for holding the meeting.

THIS CIRCULAR IS IMPORTANTAND REQUIRESYOUR IMMEDIATEATTENTION

28 January 2008

(Incorporated in Bermuda with limited liability)
(Stock Code: 626)
Non-executive Directors:
Tan Sri Dato’ Sri Dr. Teh Hong Piow (Chairman)
Dato’ Sri Tay Ah Lek
Dato’ Chang Kat Kiam
Wong Kong Ming
Executive Directors:
Tan Yoke Kong
Lee Huat Oon
Independent Non-executive Directors:
Tan Sri Dato’ Thong Yaw Hong (Co-Chairman)
Dato’ Yeoh Chin Kee
Lee Chin Guan
Registered Office:
Clarendon House
Church Street
Hamilton HM 11
Bermuda
Head Office and Principal Place
of Business:
1105-7 Wing On House
71 Des Voeux Road Central
Hong Kong
28 January 2008
To the shareholders
Dear Sir or Madam,
PROPOSALS IN RESPECT OF GENERAL MANDATES TO
REPURCHASE AND ISSUE SHARES AND RE-ELECTION OF DIRECTORS
INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to
be proposed at the 2008 Annual General Meeting of the Company relating to (i) the granting
of general mandates to the directors of the Company (the “Directors”) to repurchase and issue
ordinary shares of the Company (the “Shares”); and (ii) the re-election of retiring Directors.
GENERAL MANDATE TO REPURCHASE SHARES

At the 2008 Annual General Meeting, an ordinary resolution will be proposed that the
Directors be granted a general mandate to exercise all the powers of the Company to
repurchase on 10 each in the capital of the Company, up to a maximum of 10%
of the issued share capital of the Company as at the date of the passing of the resolution (the
“Share Repurchase Mandate”).

LETTER FROM THE BOARD

–1–

The information required pursuant to Rule 10.06(1)(b) of the Rules Governing the Listing
of Securities on the Stock Exchange (the “Listing Rules”) to be given to the shareholders of
the Company is set out in Appendix I to this circular.
GENERAL MANDATE TO ISSUE SHARES

At the 2008 Annual General Meeting, an ordinary resolution will be proposed to renew
the general mandate, which will lapse at the conclusion of the 2008 Annual General Meeting,
empowering the Directors to allot, issue and deal with additional Shares of up to 20% of the
aggregate nominal amount of the issued share capital of the Company as at the date of the
passing of the resolution (the “Share Issue Mandate”).
The Share Issue Mandate and the Share Repurchase Mandate will continue in force until
the conclusion of the next annual general meeting of the Company, or at the expiration of the
period within which the next annual general meeting of the Company is required by law to be
held, or on revocation or variation of the said resolution by an ordinary resolution of the
shareholders of the Company in general meeting, whichever is the earliest.
In addition, if the resolution to authorise the repurchase of Shares is passed, an ordinary
resolution will be proposed to authorise the Directors to issue further Shares up to an amount
equal to the aggregate nominal amount of the Shares purchased under the authority to
repurchase.
The Share Issue Mandate empowers the Directors to allot, issue and deal with additional
Shares of up to 20% of the aggregate nominal amount of the issued share capital of the
Company as at the date of the passing of the resolution as and when required. No Share was
issued pursuant to the share issue mandate granted in the 2007 annual general meeting and the
Directors have no present intention to issue Shares under the proposed Share Issue Mandate.
RE-ELECTION OF DIRECTORS

In accordance with bye-laws 112(A) and (B) of the Company (the “Bye-laws”), Mr. Tan
Yoke Kong, Mr. Lee Huat Oon and Dato’ Chang Kat Kiam will retire at the 2008 Annual
General Meeting and, being eligible, will offer themselves for re-election.
Details of the Directors who are proposed to be re-elected at the 2008 Annual General
Meeting are set out in Appendix II to this circular.
The notice convening the 2008 Annual General Meeting is set out on pages 11 to 14 of
this circular.
LETTER FROM THE BOARD

–2–

2008 ANNUAL GENERAL MEETING
A form of proxy for use at the 2008 Annual General Meeting is enclosed, a copy of which
can also be obtained via the Stock Exchange’s website. Whether or not you are able to attend
the meeting, you are requested to complete the form of proxy in accordance with the
instructions printed thereon and return it to the Company’s branch share registrar in Hong
Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong
Kong no later than 48 hours before the time appointed for holding the meeting. Completion and
return of the form of proxy will not preclude you from attending and voting in person at the
2008 Annual General Meeting should you so desire.
RIGHT TO DEMAND A POLL

Pursuant to Bye-law 76 of the Company, a resolution put to the vote at any general
meeting shall be decided on a show of hands unless a poll is (before or on the declaration of
the result of the show of hands) demanded by:
(i) the chairman; or
(ii) at least three members present in person or by proxy or by representative for the
time being entitled to vote at the meeting; or
(iii) any member or members present in person or by proxy or by representative and
representing not less than one-tenth of the total voting rights of all the members
having the right to vote at the meeting; or
(iv) a member or members present in person or by proxy or by representative and
holding Shares conferring a right to vote at the meeting being Shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the total sum paid
up on all the Shares conferring that right.
RECOMMENDATION

The Directors consider that the above proposals are in the best interests of the Company
and its shareholders as a whole and accordingly recommend you to vote in favour of the
resolutions relating thereto.
Yours faithfully,
Tan Sri Dato’ Sri Dr. Teh Hong Piow
Chairman
LETTER FROM THE BOARD

–3–

As at 23 January 2008 (the “Latest Practicable Date”), the number of Shares in issue was
1,093,896,618. On the basis that no further Shares are issued or repurchased prior to the date
of the passing of this resolution, the Directors would be authorised to repurchase up to
109,389,661 Shares.
Further, shareholders should note that the Share Repurchase Mandate covers repurchases
made or agreed to be made only during the period ending on the earliest of the date of the next
annual general meeting, the date by which the next annual general meeting of the Company is
required to be held by any applicable law or the Bye-laws or the date upon which such
authority is revoked or varied by an ordinary resolution of the shareholders in a general
meeting of the Company.
INFORMATION TO ASSIST SHAREHOLDERS

The following information is provided to enable shareholders to make an informed
decision on whether to vote for or against the resolution to approve the purchase by the
Company of its own Shares:
(a) Reasons for Share Repurchase Mandate
The Directors believe that it is in the best interests of the Company and its
shareholders to have a general mandate from shareholders to enable the Directors to
repurchase Shares in the market. Such repurchases may, depending on market conditions
and funding arrangements at the time, lead to an enhancement of the net asset value of
the Company and/or its earnings per Share and will only be made when the Directors
believe that such repurchases will benefit the Company and its shareholders.
(b) Funding of Repurchases
The Company is empowered by its Memorandum of Association and Bye-laws to
repurchase its Shares. Repurchases will be funded from the funds legally available for
such purpose. Bermuda law provides that the amount of capital repaid in connection with
a share repurchase may only be paid out of either the capital paid up on the relevant
shares, or the profits that would otherwise be available for distribution by way of dividend
or the proceeds of a new issue of shares made for such purpose. The amount of premium
payable on a repurchase may only be paid out of either the profits that would otherwise
be available for distribution by way of dividend or out of the share premium or
contributed surplus accounts of the Company. The Directors proposed that the Company
would derive the funds from such sources.
APPENDIX I EXPLANATORY STATEMENT

–4–

(c) Impact on Working Capital or Gearing Position
As compared with the position disclosed in the audited accounts for the financial
year ended 31 December 2007, the Directors consider that there will be no material
adverse impact on the working capital and on the gearing position of the Company in the
event that the proposed repurchases were to be carried out in full during the proposed
repurchase period. Nevertheless, the Directors do not propose to exercise the Share
Repurchase Mandate to such an extent as would, in the circumstances, have a material
adverse effect on the working capital requirements or the gearing levels which in the
opinion of the Directors are from time to time appropriate for the Company.
(d) Directors, their Associates and Connected Persons
None of the Directors nor, to the best of their knowledge and belief having made all
reasonable enquiries, any of their associates has any present intention, in the event that
the proposal is approved by shareholders, to sell their Shares to the Company under the
proposed Share Repurchase Mandate.
No connected persons of the Company (as defined in the Listing Rules) have
notified the Company that they have a present intention to sell Shares to the Company nor
have they undertaken not to sell any of the Shares held by them to the Company in the
event that the Company is authorised to make purchases of Shares.
(e) Undertaking of the Directors
The Directors have undertaken to the Stock Exchange to exercise the power of the
Company to make purchases pursuant to the proposed resolution in accordance with the
Listing Rules and all applicable laws of Bermuda, and in accordance with the regulations
set out in the Memorandum of Association and Bye-laws of the Company.
(f) Share Repurchases made by the Company
During the six months preceding the Latest Practicable Date, the Company has not
repurchased any of its Shares.
APPENDIX I EXPLANATORY STATEMENT

–5–

(g) Share Prices
During each month from 1 January 2007 to 31 December 2007, the highest and
lowest traded prices of the Shares on the Stock Exchange were as follows:
Per Share
Highest Lowest
HK$ HK$
2007

January 6.780 5.970
February 6.700 5.650
March 6.110 5.750
April 6.020 5.840
May 6.340 5.890
June 6.260 5.890
July 5.990 5.560
August 5.760 4.810
September 5.430 5.070
October 5.350 5.040
November 5.160 4.180
December 5.100 4.230
(h) Hong Kong Code on Takeovers and Mergers
If, on the exercise of the power to purchase Shares pursuant to the Share Repurchase
Mandate, a shareholder’s proportionate interest in the voting rights of the Company
increases, such an increase will be treated as an acquisition for the purposes of the Hong
Kong Code on Takeovers and Mergers (the “Code”). As a result, a shareholder or a group
of shareholders acting in concert could obtain or consolidate control of the Company and
become obliged to make mandatory offer in accordance with Rule 26 of the Code.
As at the Latest Practicable Date, Public Bank Berhad (“Public Bank”) held a
beneficial interest in 804,017,920 Shares, representing approximately 73.50% of the
issued share capital of the Company. Tan Sri Dato’ Sri Dr. Teh Hong Piow is deemed to
be interested in the Shares of the Company to the extent Public Bank has an interest by
virtue of his interest in Public Bank. In the event that the Directors exercise in full the
power to repurchase Shares which is proposed to be granted pursuant to Ordinary
Resolution No.5 and if there is no other change in the issued share capital of the
Company, the shareholdings of Public Bank as well as Tan Sri Dato’ Sri Dr. Teh Hong
Piow would be increased to approximately 81.67% of the issued share capital of the
Company. The Directors consider that such an increase would not give rise to an
obligation to make a mandatory offer under Rule 26 of the Code. The Directors are also
not aware of any other shareholder, or a group of shareholders acting in concert, who may
become obliged to do so in such an event.
APPENDIX I EXPLANATORY STATEMENT

–6–

However, such increase from 73.50% to 81.67% will mean that less than 25% of the
Shares are in public hands and thus will contravene the minimum public float requirement
pursuant to Rule 8.08(1) of the Listing Rules. The Directors will not exercise the Share
Repurchase Mandate to such extent that may jeopardize the public float requirement.
APPENDIX I EXPLANATORY STATEMENT

–7–

Mr. Tan Yoke Kong
Mr. Tan Yoke Kong, aged 55, was appointed an Executive Director of the Company in
February 1992. He is currently a member of the Risk Management Committee of the Company.
Mr. Tan has more than 26 years of experience in the banking and finance industry. He is
the Chief Executive/Executive Director of Public Bank (Hong Kong) Limited and an Executive
Director of Public Finance Limited. He holds directorship in several other companies in the
Group and did not hold any directorship in other listed public companies in the last three years.
Mr. Tan is a Fellow of the Association of Chartered Certified Accountants, United Kingdom
and anAssociate of the Institute of Chartered Secretaries andAdministrators, United Kingdom.
He is currently the Vice-chairman of The DTC Association in Hong Kong.
There is no service contract signed between Mr. Tan and the Company. Mr. Tan has no
fixed term of service as a director with the Company, but is subject to retirement by rotation
and re-election at annual general meeting pursuant to the Bye-laws of the Company. Mr. Tan
was entitled to a director’s fee of HK$50,000 for 2007, which was determined with reference
to his duties and responsibilities with the Company.
There are no other matters in relation to the re-election of Mr. Tan that need to be brought
to the attention of the shareholders of the Company and there is no information to be disclosed
pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
As at the Latest Practicable Date, Mr. Tan does not have any relationship with any
directors, senior management or substantial or controlling shareholders of the Company and
save as disclosed below, he does not hold any interest in shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance:
(i) 85,000 shares in Public Bank, representing approximately 0.0024% interest thereof;
(ii) 80,000 shares in the Company, representing approximately 0.0073% interest thereof;
and
(iii) 1,928,000 options to subscribe for shares in the Company.
APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION

–8–

Mr. Lee Huat Oon
Mr. Lee Huat Oon, aged 45, was appointed an Executive Director of the Company in June
1996.

Mr. Lee has more than 20 years of experience in the banking and finance industry. He is
the General Manager/Chief Executive and an Executive Director of Public Finance Limited. He
also holds directorship in several other companies in the Group. Mr. Lee did not hold any
directorship in other listed public companies in the last three years. He holds a degree in
Accounting from the University of Malaya and is a Registered Accountant with the Malaysian
Institute of Accountants.
There is no service contract signed between Mr. Lee and the Company. Mr. Lee has no
fixed term of service with the Company, but will be subject to retirement by rotation and
re-election at annual general meeting pursuant to the Bye-laws of the Company. Mr. Lee was
entitled to a director’s fee of HK$50,000 for 2007, which was determined with reference to his
duties and responsibilities with the Company.
There are no other matters in relation to the re-election of Mr. Lee that need to be brought
to the attention of the shareholders of the Company and there is no information to be disclosed
pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
As at the Latest Practicable Date, Mr. Lee does not have any relationship with any
directors, senior management or substantial or controlling shareholders of the Company and
save as disclosed below, he does not hold any interest in shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance:
(i) 5,000 shares in Public Bank, representing approximately 0.0001% interest thereof;
(ii) 20,000 shares in the Company, representing approximately 0.0018% interest thereof;
(iii) 50,000 options to subscribe for shares in Public Bank; and
(iv) 3,170,000 options to subscribe for shares in the Company.
APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION

–9–

Dato’ Chang Kat Kiam
Dato’Chang Kat Kiam, aged 53, was appointed a Non-executive Director of the Company
in March 2004. He is currently a member of the Risk Management Committee.
Dato’ Chang has over 33 years of experience in the banking and finance industry. He is
also a Non-executive Director of Public Bank (Hong Kong) Limited and Public Finance
Limited. He is currently the Chief Operating Officer of Public Bank. He also holds
directorships in several other companies in the Public Bank Group. Dato’ Chang did not hold
any directorship in other listed public companies in the last three years. He holds a Master’s
degree in Business Administration.
There is no service contract signed between Dato’ Chang and the Company. Dato’ Chang
has no fixed term of service with the Company, but will be subject to retirement by rotation
and re-election at annual general meeting pursuant to the Bye-laws of the Company. Dato’
Chang was entitled to a director’s fee of HK$100,000 for 2007, which was determined with
reference to his duties and responsibilities with the Company.
There are no other matters in relation to the re-election of Dato’ Chang that need to be
brought to the attention of the shareholders of the Company and there is no information to be
disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
As at the Latest Practicable Date, Dato’ Chang does not have any relationship with any
directors, senior management or substantial or controlling shareholders of the Company and
save as disclosed below, he does not hold any interest in shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance:
(i) 109,435 shares in Public Bank, representing approximately 0.0031% interest
thereof; and
(ii) 1,680,000 options to subscribe for shares in the Company.
APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION

–10–

(Incorporated in Bermuda with limited liability)
(Stock Code: 626)
NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders of Public
Financial Holdings Limited (the “Company”) will be held at Kowloon Room 1, Mezzanine
Floor, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on
Tuesday, 19 February 2008 at 10:00 a.m. for the following purposes:
As Ordinary Business:
1. To receive and consider the audited financial statements and the reports of the
directors and the auditors for the year ended 31 December 2007.
2. To re-elect directors and to authorise the Board of Directors to fix directors’
remuneration.
3. To re-appoint Messrs. Ernst & Young as auditors and to authorise the Board of
Directors to fix their remuneration.
As Special Business:
Ordinary Resolutions
4. To consider and, if thought fit, pass the following resolution as an Ordinary
Resolution:
“THAT:
(a) subject to the following provisions of this Resolution, the exercise by the
directors of the Company during the Relevant Period (as defined below) of all
the powers of the Company to allot, issue and deal with additional shares in the
capital of the Company, and to make or grant offers, agreements or options
which would or might require the exercise of such powers, subject to and in
accordance with all applicable laws, be and is hereby generally and
unconditionally approved to the exclusion of any existing specific authority;
(b) the approval in paragraph (a) of this Resolution shall authorise the directors of
the Company during the Relevant Period to make or grant offers, agreements
or options which would or might require the exercise of such powers after the
end of the Relevant Period;

APPENDIX III NOTICE OF ANNUAL GENERAL MEETING

–11–

(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) of
this Resolution, otherwise than pursuant to (i) a Rights Issue; (ii) the exercise
of warrants, if any, to subscribe for shares of the Company or the exercise of
options granted under any share option scheme adopted by the Company; (iii)
an issue of shares of the Company in lieu of the whole or part of a dividend
on shares of the Company in accordance with the Company’s bye-laws; or (iv)
an issue of shares made pro rata to holders of shares in the Company on a fixed
record date, shall not exceed 20% of the aggregate nominal amount of the
issued share capital of the Company as at the date of the passing of this
Resolution and the said approval shall be limited accordingly; and
(d) for the purpose of this Resolution:
“Relevant Period” means the period from the date of the 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 any applicable law or the bye-laws of the
Company to be held; or
(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 an offer of shares open for a period fixed by the directors
of the Company to the holders of shares on the register of members of the
Company on a fixed record date in proportion to their then holdings of such
shares (subject to such exclusions or other arrangements as the directors of the
Company may deem necessary or expedient in relation to fractional
entitlements or having regard to any restriction or obligation under the laws of,
or the requirements of any recognised regulatory body or any stock exchange
in, any territory outside Hong Kong).”
APPENDIX III NOTICE OF ANNUAL GENERAL MEETING

–12–

5. To consider and, if thought fit, pass the following resolution as an Ordinary
Resolution:
“THAT:
(a) the exercise by the directors of the Company during the Relevant Period (as
defined below) of all the powers of the Company to repurchase shares of
HK$0.10 each in the capital of the Company on The Stock Exchange of Hong
Kong Limited (the “Stock Exchange”), subject to and in accordance with all
applicable laws and the requirements of the Rules Governing the Listing of
Securities on the Stock Exchange as amended from time to time, be and is
hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares to be repurchased pursuant to the
approval in paragraph (a) of this Resolution shall not exceed 10% of the
aggregate nominal amount of the issued share capital of the Company as at the
date of the passing of this Resolution, and the said approval shall be limited
accordingly; and
(c) for the purpose of this Resolution:
“Relevant Period” means the period from the date of the 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 any applicable law or the bye-laws of the
Company to be held; or
(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.”
6. To consider and, if thought fit, pass the following resolution as an Ordinary
Resolution:
“THAT, subject to the passing of Ordinary Resolutions Nos. 4 and 5 as set out in
this notice of annual general meeting, the general mandate granted to the directors
of the Company to exercise the powers of the Company to allot shares be and is
hereby extended by the additions to the aggregate nominal amount of share capital
which may be allotted or agreed conditionally or unconditionally to be allotted by
the directors of the Company pursuant to such general mandate of an amount
representing the aggregate nominal amount of shares in the Company repurchased
by the Company under the authority granted pursuant to Ordinary Resolution No. 5
APPENDIX III NOTICE OF ANNUAL GENERAL MEETING

–13–

set out in this notice of annual general meeting, provided that such amount shall not
exceed 10% of the aggregate nominal amount of the issued share capital of the
Company as at the date of the passing of this Resolution.”
By Order of the Board
Tan Yoke Kong
Company Secretary
Hong Kong, 28 January 2008
Notes:
1. The register of members will be closed from Friday, 15 February 2008 to Tuesday, 19 February 2008, both days
inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote
at the forthcoming annual general meeting, all transfers accompanied by the relevant share certificates must
be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury
Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 14
February 2008.
2. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend
and vote on his behalf. A proxy need not be a member of the Company. In order to be valid, proxies in the
prescribed form must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis
Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, no later than 48 hours before
the time appointed for holding the meeting.
3. Concerning Resolution No. 4 of this notice, approval is being sought from members for a general mandate to
authorise allotment of shares in the capital of the Company in order to give flexibility to the directors in the
event it becomes desirable to issue any additional shares of the Company. The directors have no immediate
plan to issue any new shares of the Company pursuant to such approval.
4. Concerning Resolution No. 5 of this notice, approval is being sought from members for a general mandate to
be given to the directors to repurchase shares.
5. Concerning Resolution No. 6 of this notice, approval is being sought from members for an extension of the
general mandate sought to be granted to the directors of the Company to allot shares by adding to it the number
of shares which shall have been repurchased under the authority granted pursuant to Resolution No. 5 of this
notice.
6. An explanatory statement containing the information regarding Resolution No. 5 of this notice is contained in
the circular accompanying this notice.
APPENDIX III NOTICE OF ANNUAL GENERAL MEETING

–14–