RNS Number:5504V
MTR Corporation Ltd
26 April 2007
MTR Corporation Limited
(Incorporated in Hong Kong with limited liability)
(Stock code: 66)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of MTR Corporation
Limited (the "Company") will be held at Universal Plaza (6/F), Hongkong
International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Hong
Kong on Thursday, 7th June, 2007 at 11:30 a.m. for the purpose of transacting
the following business:
ORDINARY BUSINESS
(1) To receive and consider the audited Statement of Accounts and the
Reports of the Directors and the Auditors of the Company for the year
ended 31st December, 2006.
(2) To declare a final dividend for the year ended 31st December, 2006.
(3) To re-elect retiring members of the Board of Directors.
(4) To re-appoint KPMG as Auditors of the Company and authorise the Board
of Directors to determine their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without modification the
following ordinary resolutions:
(5) "THAT:
(A) subject to paragraph (B) below, the exercise by the Board of
Directors during the Relevant Period of all the powers of the
Company to allot, issue, grant, distribute and otherwise deal with
additional Shares and to make, issue or grant offers, agreements,
options, warrants and other securities which will or might require
Shares to be allotted, issued, granted, distributed or otherwise
dealt with during or after the end of the Relevant Period, be and
is hereby generally and unconditionally APPROVED;
(B) the aggregate nominal amount of share capital allotted, issued,
granted, distributed or otherwise dealt with or agreed
conditionally or unconditionally to be allotted, issued, granted,
distributed or otherwise dealt with (whether pursuant to an option,
conversion or otherwise) by the Board of Directors pursuant to the
approval in paragraph (A) above, otherwise than pursuant to:
(i) a Rights Issue; or
(ii) any option scheme or similar arrangement for the time being
adopted for the grant or issue to the members of the
Executive Directorate and/or officers and/or employees of the
Company and/or any of its subsidiaries of Shares or rights to
acquire Shares, including without limitation pursuant to the
Rules of the Company's Pre-Global Offering Share Option
Scheme and also the Rules of the Company's New Joiners Share
Option Scheme; or
(iii) the exercise of rights of subscription or conversion under
the terms of any warrant issued by the Company or any
securities which are convertible into Shares; or
(iv) any scrip dividend or similar arrangement providing for the
allotment of Shares in lieu of the whole or part of a
dividend on Shares pursuant to the Articles of Association of
the Company from time to time,
shall not exceed the aggregate of:
(a) ten per cent. of the aggregate nominal amount of the share
capital of the Company in issue as at the date of passing
this Resolution 5; and
(b) (if the Board of Directors is so authorised by a separate
resolution of the shareholders of the Company) the aggregate
nominal amount of share capital of the Company purchased by
the Company subsequent to the passing of this Resolution 5
(up to a maximum equivalent to ten per cent. of the aggregate
nominal amount of the share capital of the Company in issue
as at the date of passing this Resolution 5),
and the said approval shall be limited accordingly; and
(C) for the purpose of this Resolution 5 :
(i) "Relevant Period" means the period from (and including) the
date of passing this Resolution 5 until the earlier of:
(a) the conclusion of the next Annual General Meeting of the
Company;
(b) the expiration of the period within which the next
Annual General Meeting of the Company is required by the
Articles of Association of the Company or by law to be
held; and
(c) the revocation or variation of the authority given under
this Resolution 5 by an ordinary resolution of the
shareholders of the Company in general meeting;
(ii) "Rights Issue" means an offer of Shares open for a period
fixed by the Board of Directors to holders of Shares on the
register of members (and, if appropriate, to the holders of
warrants and other securities which carry a right to
subscribe or purchase shares in the Company on the relevant
register) on a fixed record date in proportion to their then
holdings of such Shares (and, if appropriate, such warrants
and other securities) (subject to such exclusions or other
arrangements as the Board of Directors may deem necessary or
expedient in relation to fractional entitlements or having
regard to any legal or practical restrictions or obligations
under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any jurisdiction or
territory applicable to the Company); and
(iii) "Shares" means shares of all classes in the capital of the
Company and warrants and other securities which carry a right
to subscribe or purchase shares in the Company."
(6) "THAT:
(A) subject to paragraph (B) below, the exercise by the Board of
Directors during the Relevant Period of all the powers of the
Company to purchase Shares on The Stock Exchange of Hong Kong
Limited (the "Stock Exchange") or any other stock exchange on
which the Shares may be listed and which is recognised for this
purpose by the Securities and Futures Commission and the Stock
Exchange, in accordance with all applicable laws, including the
Hong Kong Code on Share Repurchases and the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited
(as amended from time to time), be and is hereby generally and
unconditionally APPROVED;
(B) the aggregate nominal amount of Shares which may be purchased or
agreed conditionally or unconditionally to be purchased pursuant to
the approval in paragraph (A) above shall not exceed ten per cent.
of the aggregate nominal amount of the share capital of the Company
in issue as at the date of passing of this Resolution 6, and the
said approval shall be limited accordingly; and
(C) for the purpose of this Resolution 6 :
(i) "Relevant Period" means the period from (and including) the
passing of this Resolution 6 until the earlier of:
(a) the conclusion of the next Annual General Meeting of the
Company;
(b) the expiration of the period within which the next
Annual General Meeting of the Company is required by the
Articles of Association of the Company or by law to be
held; and
(c) the revocation or variation of the authority given under
this Resolution 6 by an ordinary resolution of the
shareholders of the Company in general meeting; and
(ii) "Shares" means shares of all classes in the capital of the
Company and warrants and other securities which carry a right
to subscribe or purchase shares in the Company."
(7) "THAT, conditional on the passing of Resolutions 5 and 6, the exercise
by the Board of Directors of the powers referred to in paragraph (A) of
Resolution 5 in respect of the share capital of the Company referred to
in subparagraph (b) of paragraph (B) of Resolution 5, be and is hereby
APPROVED AND AUTHORISED."
(8) "THAT, conditional on the Listing Committee of The Stock Exchange of
Hong Kong Limited granting approval of the listing of and of any
permission to deal in any ordinary shares in the Company to be issued
upon the exercise of options to be granted under the Rules of the 2007
Share Option Scheme (the "2007 Share Option Scheme"), the Rules of
the 2007 Share Option Scheme are hereby APPROVED and ADOPTED and that
the Company is hereby authorised to grant options thereunder to
subscribe for ordinary shares in the share capital of the Company and
to allot, issue, distribute and deal with ordinary shares in the share
capital of the Company pursuant to the exercise of options granted
under the Rules of the 2007 Share Option Scheme and to take all such
steps as may be necessary or desirable to implement the 2007 Share
Option Scheme."
By Order of the Board
Leonard Bryan Turk
Secretary
Hong Kong, 26th April, 2007
Members of the Board: Dr. Raymond Ch'ien Kuo-fung (Chairman)**, Chow Chung-kong
(Chief Executive Officer), Professor Cheung Yau-kai*, David Gordon Eldon*,
Christine Fang Meng-sang*, Edward Ho Sing-tin*, Lo Chung-hing*, T. Brian
Stevenson*, Frederick Ma Si-hang (Secretary for Financial Services and the
Treasury)**, Secretary for the Environment, Transport and Works (Dr. Sarah Liao
Sau-tung)** and Commissioner for Transport (Alan Wong Chi-kong)**
Members of the Executive Directorate: Chow Chung-kong, Russell John Black,
William Chan Fu-keung, Thomas Ho Hang-kwong, Lincoln Leong Kwok-kuen, Francois
Lung Ka-kui, Andrew McCusker and Leonard Bryan Turk
* independent non-executive Directors
** non-executive Directors
Registered Office: MTR Tower, Telford Plaza, Kowloon Bay, Hong Kong.
Notes:
1. A member entitled to attend and vote at the meeting convened by the
above notice is entitled to appoint one or two proxies to attend and,
on a poll, vote instead of him. A proxy need not be a member of the
Company.
2. To be valid, a form of proxy must be delivered to the Company's
registrar, Computershare Hong Kong Investor Services Limited, Rooms
1806 - 1807, 18th Floor, Hopewell Centre, 183 Queen's Road East, Hong
Kong, not less than 48 hours before the meeting or adjourned meeting
(or 24 hours before a poll is taken, if the poll is not taken on the
same day as the meeting or adjourned meeting). If a proxy form is
signed under a power of attorney, the power of attorney or other
authority relied on to sign it (or a copy which has been certified by
a notary or an office copy) must be delivered to the Company's
registrar with the proxy form, except that a power of attorney which
has already been registered with the Company need not be so delivered.
Proxy forms sent electronically or by any other data transmission
process will not be accepted. Completion and return of a form of proxy
will not preclude a member from attending in person and voting at the
meeting or any adjournment thereof should he so wish.
3. The register of members of the Company was closed from Tuesday, 10th
April, 2007 to Tuesday, 17th April, 2007 (both days inclusive), during
which period no transfer of shares in the Company was effected. In
order to qualify for the proposed final dividend, all transfers,
accompanied by the relevant share certificates, had to be lodged with
the Company's registrar, Computershare Hong Kong Investor Services
Limited, Shops 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen's
Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 4th
April, 2007.
4. The Board of Directors has recommended a final dividend for the year
ended 31st December, 2006 (the "Final Dividend") of HK$0.28 per
share and, if such dividend is declared by the shareholders by passing
Resolution 2, it is expected to be paid on or about 26th June, 2007,
to those shareholders whose names appeared on the Company's register
of members on 17th April, 2007. In addition, a circular is being sent
on or about 26th April, 2007 to shareholders whose names appeared on
the register of members on 17th April, 2007 setting out the terms of
the scrip dividend scheme in respect of the Final Dividend pursuant to
which the Board of Directors proposes to offer shareholders whose
names appeared on the register of members on 17th April, 2007 (except
shareholders with registered addresses in the United States of America
or any of its territories or possessions), subject to the Final
Dividend being declared by the shareholders by passing Resolution 2,
the right to choose to receive new shares in the Company instead of
cash in respect of some or all of their Final Dividend.
5. In relation to Resolution 3, three Directors will retire from office
at the meeting and will offer themselves for re-election. Chow
Chung-kong, David Gordon Eldon and Christine Fang Meng-sang will
retire from office by rotation at the meeting pursuant to Articles 87
and 88 of the Articles of Association, and will offer themselves for
re-election.
6. In relation to Resolution 6, an explanatory statement (as required by
the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited, the "Listing Rules") is set out in the Appendix
to the document containing this notice.
7. By Resolutions 5 and 7, approval is being sought from shareholders, as
a general mandate in compliance with section 57B of the Companies
Ordinance (Cap. 32 of the Laws of Hong Kong) and the Listing Rules, so
that in the event it becomes desirable for the Company to issue any
new shares, the Board of Directors is given the flexibility and
discretion to allot and issue new shares up to ten per cent. of the
issued share capital of the Company, together with such number of
shares as may be repurchased by the Company pursuant to the general
mandate under Resolution 6, as more particularly described in
Resolutions 5, 6 and 7. The members of the Board of Directors wish to
state, however, that they have no immediate plans to issue any new
shares of the Company, other than pursuant to: (i) the scrip dividend
alternative which is proposed to be offered; (ii) the Rules of the
Company's New Joiners Share Option Scheme; or (iii) the Rules of the
Company's Pre-Global Offering Share Option Scheme.
8. In relation to Resolution 8, a summary of the Rules of the 2007 Share
Option Scheme (as required by the Listing Rules) is set out in
Appendix II to the document containing this notice.
This announcement is made in English and Chinese. In the case of any
inconsistency, the English version shall prevail.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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