Notice of AGM
July 10 2006 - 5:48AM
UK Regulatory
RNS Number:9190F
Vtech Holdings Limited
10 July 2006
VTech Holdings Limited
(Incorporated in Bermuda with limited liability)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders of VTech
Holdings Limited (the "Company") will be held at The Marco Polo Hongkong Hotel,
Harbour City, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on 11th August 2006
at 3:30 p.m. (Hong Kong time) for the following purposes:
Ordinary Business
1. To receive and consider the audited financial statements and the reports
of the directors and auditors for the year ended 31st March 2006.
2. To declare a final dividend for the year ended 31st March 2006.
3. (a) To re-elect Mr. Allan WONG Chi Yun as Director;
(b) To re-elect Mr. Albert LEE Wai Kuen as Director;
(c) To fix the remuneration of the Directors as totalling US$120,000
and such that each Director shall be entitled to not more than
US$20,000 per annum and on such terms as the Board may decide for
the year ending 31st March 2007 and each subsequent financial
year until the Company in general meeting otherwise determines
and that further Director appointed by the Board shall be
entitled to not more than US$20,000 per annum (in proportion to
the time during which he has held office) and on terms as the
Board may decide.
4. To re-appoint KPMG as the auditors and to authorise the Board of
Directors to fix their remuneration.
Special Business
Resolutions 5 to 7 will be proposed as ordinary resolutions of the Company:
5. "THAT:
(a) subject to the provisions of paragraphs (b) and (c) below, the exercise
by the Directors of all the powers of the Company to repurchase ordinary shares
of US$0.05 each in the share capital of the Company on The Stock Exchange of
Hong Kong Limited ("Hong Kong Stock Exchange") subject to and in accordance
with all applicable laws and the provisions of, and in the manner specified in,
the Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares hereby authorised to be
repurchased by the Company pursuant to the approval in paragraph (a) above shall
not exceed 10% of the aggregate nominal amount of the share capital of the
Company in issue at the date of the annual general meeting at which this
resolution is passed; and
(c) the authority hereby conferred on the Company pursuant to the approval in
paragraph (a) above shall expire on the earlier of (i) the conclusion of the
annual general meeting of the Company to be held in 2007 or (ii) such authority
given under this resolution being renewed, revoked or varied by ordinary
resolution of shareholders of the Company in general meeting."
6. "THAT:
(a) subject to the provisions of paragraphs (b) and (c) below, the exercise
by the Directors of all the powers of the Company to allot, issue and deal with
additional authorised and unissued shares in the capital of the Company and to
make or grant offers, agreements and options, including warrants to subscribe
for shares and other rights of subscription for or conversion into shares, which
might require the exercise of such powers, be and is hereby generally and
unconditionally approved;
(b) the aggregate nominal amount of the share capital to be allotted, issued
and dealt with by the Directors of the Company pursuant to the approval in
paragraph (a) above, other than as set out in paragraph (c) below, shall not
exceed 10% of the aggregate nominal amount of the share capital of the Company
in issue as at the date of the annual general meeting of the Company at which
this resolution is passed and the authority conferred on the Directors pursuant
to paragraph (a) above shall expire on the earlier of (i) the conclusion of the
annual general meeting of the Company to be held in 2007 or (ii) such authority
being revoked or varied by ordinary resolution of the shareholders of the
Company in general meeting, save that, in each case, such authority shall allow
the Company before the expiry of such authority to make or grant offers,
agreements and options (including warrants to subscribe for shares and other
rights of subscription for or conversion into shares) which would or might
require shares to be allotted and issued after such expiry and the Directors may
allot, issue and deal with the shares in pursuance of such offers, agreements
and options as if the authority conferred hereby had not expired;
(c) the provisions of paragraph (b) above shall not apply to the aggregate
nominal amount of share capital allotted and/or issued or agreed to be
conditionally or unconditionally issued and/or allotted by the Directors
pursuant to:
(i) a rights issue where shares are offered for a fixed period to
shareholders in proportion to their then holdings of shares on a fixed record
date (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
recognised regulatory body or stock exchange in, any territory applicable to the
Company); or
(ii) any scrip dividend scheme or similar arrangements implemented in
accordance with the Company's Bye-laws; or
(iii) the exercise of options granted under any share option scheme or similar
arrangement adopted by the Company; and
(d) the approval in paragraph (a) above shall be in addition to any other
authorisation given to the Directors."
7. "THAT conditional on the passing of Resolution 5 in the notice convening
this meeting, the general mandate granted to the Directors and for the time
being in force to exercise all the powers of the Company to allot, issue and
deal with additional shares pursuant to Resolution 6 set out in the notice
convening this meeting be and is hereby extended by the addition to the
aggregate nominal amount of the share capital of the Company which may be
allotted or agreed to be conditionally or unconditionally allotted by the
Directors pursuant to such general mandate of an amount representing the
aggregate nominal amount of the share capital of the Company repurchased by the
Company under the authority granted pursuant to Resolution 5, provided that such
extended amount shall not exceed 10% of the aggregate nominal amount of the
share capital of the Company in issue as at the date of the passing of this
resolution."
As at the date of this announcement, the Board of Directors of the Company
comprises Mr. Allan WONG Chi Yun (Chairman and Group Chief Executive Officer),
Mr. Albert LEE Wai Kuen (Deputy Chairman) and Mr. Raymond CH'IEN Kuo Fung, Mr.
William FUNG Kwok Lun, Mr. Michael TIEN Puk Sun and Mr. Patrick WANG Shui Chung,
all being independent non-executive directors.
By Order of the Board
VTech Holdings Limited
CHANG Yu Wai
Company Secretary
Hong Kong, 10th July 2006
Notes:
1. Any member entitled to attend and vote is entitled to appoint one or more
proxies to attend and vote in his stead. A proxy need not be a member of the
Company.
2. To be valid, the form of proxy must be deposited with the Company's
Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 46/
F, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours
before the time appointed for the Annual General Meeting or any adjournment
thereof.
3. The Register of Members of the Company will be closed from 4th August
2006 to 11th August 2006 (both days inclusive), during which period no transfer
of shares will be effected. In order to qualify for the proposed final dividend,
all transfers, accompanied by the relevant share certificates should be lodged
with Computershare Hong Kong Investor Services Limited at the address mentioned
above for registration no later than 4:00 p.m. (Hong Kong time) on 3rd August
2006.
Website: http://www.vtech.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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