RNS Number:3199R
Esprit Holdings Ld
27 October 2003



                             ESPRIT HOLDINGS LIMITED

                (incorporated in Bermuda with limited liability)


                        NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that an Annual General Meeting of the members of Esprit
Holdings Limited (the "Company") will be held at Room Kowloon I, Mezzanine
Floor, Kowloon Shangri-la Hotel, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong
Kong on Wednesday, November 26, 2003 at 2:00 p.m. for the following purposes:


1. To receive and consider the audited consolidated financial statements and
the reports of the directors and of the auditors of the Group for the year ended
June 30, 2003.


2. To approve a final dividend for the year ended June 30, 2003.


3. To approve a special dividend for the year ended June 30, 2003.


4. To re-elect directors.


5. To re-appoint the auditors and to authorize the Board of Directors to fix
their remuneration.


6. To consider as special business 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 (as defined below) of all the powers of the
Company to purchase shares of the Company ("Shares"), subject to and in
accordance with the applicable laws, be and is hereby generally and
unconditionally approved;


(b) the total nominal amount of Shares which may be purchased pursuant to the
approval in paragraph (a) above shall not exceed 10% of the total nominal amount
of the share capital of the Company in issue on the date of 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 passing of this resolution until whichever is the earlier of:


(i) the conclusion of the next annual general meeting of the Company;


(ii) the revocation or variation of the authority given under this resolution
by ordinary r-esolution of the shareholders of the Company in general meetings;
or


(iii) 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."


7. To consider as special business 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 (as defined below) of all the powers of the
Company to issue, allot and deal with additional Shares and to make or grant
offers, agreements and options during the Relevant Period which would or might
require Shares to be issued, allotted or dealt with during or after the end of
the Relevant Period be and is hereby generally and unconditionally approved;


(b) the total nominal amount of additional Shares issued, allotted, dealt with
or agreed conditionally or unconditionally to be issued, allotted or
dealt with, pursuant to the approval in paragraph (a) above, otherwise than
pursuant to (i) a Rights Issue (as defined below), or (ii) any option scheme or
similar arrangement for the time being adopted by the Company for the granting
or issuance of Shares or rights to acquire Shares, or (iii) any scrip dividend
scheme or similar arrangement providing for the allotment of Shares in lieu of
the whole or part of a dividend on Shares of the Company in accordance with the
Bye-laws of the Company, shall not exceed 20% of the total nominal amount of the
share capital of the Company in issue on the date of passing of this resolution;
and


(c) for the purpose of this resolution,


(i) "Relevant Period" shall have the same meaning as assigned to it under
ordinary resolution no. (6) set out in the notice convening this Meeting;


(ii) "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 on a fixed
record date in proportion to their then holdings of Shares (subject to such
exclusions or other arrangements as the Directors 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)."


8. To consider as special business and, if thought fit, pass with or without
amendments, the following resolution as an ordinary resolution:


"THAT subject to the passing of the resolutions nos. 6 and 7 above, the
general mandate granted to the Directors of the Company to issue, allot and deal
with additional Shares pursuant to resolution no. 7 above be and is hereby
extended by the addition thereto of the total nominal amount of Shares which may
be purchased by the Company under the authority granted pursuant to resolution
no. 6 above, provided that such amount of Shares so purchased shall not exceed
10% of the total nominal amount of the share capital of the Company in issue on
the date of passing of this resolution."


                             By order of the Board

                               John Poon Cho Ming

                     Executive Director & Company Secretary


Hong Kong, October 24, 2003


Notes:


(a) The Register of Members will be closed from Friday, November 21, 2003 to
Wednesday, November 26, 2003, both days inclusive, during which period no
transfer of Shares can be registered.


(b) Any member entitled to attend and vote at the Annual General Meeting is
entitled to appoint one or more proxies to attend and, in the event of a poll,
vote on his/her behalf. A proxy need not be a member of the Company. If more
than one proxy is so appointed, the appointment shall specify the number of
Shares in respect of which each such proxy is so appointed.


(c) The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed, or a notarially certified copy of
such power or authority, must be lodged with the Company's branch share
registrar in Hong Kong, Secretaries Limited at G/F., Bank of East Asia Harbour
View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours
before the time fixed for holding the Annual General Meeting.






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