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INTRODUCTION
Hong Kong Exchanges and Clearing Limited (“HKEx”) has despatched to its shareholders (“Shareholders”) a circular dated 26 March 2008 (“Circular”) in respect of certain matters, including the election of directors of HKEx (“Directors”), to be dealt with at the 2008 annual general meeting of HKEx (“AGM”).
The AGM will be held at the Exchange Auditorium in the Exchange Exhibition Hall of The Stock Exchange of Hong Kong Limited on 1st Floor, One and Two Exchange Square, Central, Hong Kong on Thursday, 24 April 2008 at 4:30 pm.
ADDITIONAL CANDIDATES
Article 90(2) of the Articles of Association of HKEx provides that no person (other than a Director retiring in accordance with the Articles of Association of HKEx) shall be appointed or re-appointed as an elected Director at any general meeting unless (a) he or she is recommended by the Directors; or (b) not earlier than the day after the despatch of the notice of the meeting and not later than seven days prior to the date appointed for the meeting, a Shareholder (other than the person to be proposed) entitled to vote at the meeting has given to the Secretary of HKEx notice of his or her intention to propose a resolution for the appointment or re-appointment of that person and a notice executed by that person of his or her willingness to be appointed or re-appointed.
Subsequent to the despatch of the Circular, the Secretary of HKEx has received from Shareholders notices of their intention to propose resolutions for the appointment of the following persons as Directors at the AGM pursuant to Article 90(2)(b) of the Articles of Association of HKEx:
- Mr BUNKER, Robert Edward John
- Mr CHU Kwok Tsu, Gilbert
Including Mr Robert E J Bunker and Mr Gilbert K T Chu, there are a total of four candidates standing for election as Directors at the AGM. Shareholders may, if thought fit, elect up to two candidates as elected Directors at the AGM. In order to select which two candidates as the elected Directors, the resolutions to be proposed at the AGM will contain a method of determining support for a candidate, all as set out in the Circular.
A supplemental circular (“Supplemental Circular”) containing the information on all proposed candidates (including the additional candidates) together with a new proxy form (“Second Proxy Form”) will be sent to Shareholders on 9 April 2008.
PROXY FORM
Since the proxy form (“First Proxy Form”) sent together with the Circular and 2007 Annual Report of HKEx does not contain the proposed resolutions for the appointment of the additional candidates as set out in the Supplemental Circular, the Second Proxy Form has been prepared and will be sent to Shareholders together with the Supplemental Circular.
Shareholders are requested to complete and return the Second Proxy Form in accordance with the instructions printed thereon to HKEx’s registrar, Hong Kong Registrars Limited, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM, ie 4:30 pm on Tuesday, 22 April 2008. Special arrangements about the completion and submission of the Second Proxy Form are also set out in the Supplemental Circular. Shareholders who have appointed or intend to appoint proxies to attend the AGM are requested to pay particular attention to the special arrangements set out therein.
The Supplemental Circular and the Second Proxy Form will be available on HKEx’s corporate website at www.hkex.com.hk and the HKExnews website at www.hkexnews.hk.
Shareholders are advised to read the Supplemental Circular together with the Circular for information on the voting arrangements.
By order of the Board
Hong Kong Exchanges and Clearing Limited
Joseph Mau
Company Secretary
As at the date of this announcement, the Board of Directors of HKEx comprises 12 Independent Non-executive Directors, namely Mr ARCULLI, Ronald Joseph (Chairman), Mrs CHA May-Lung, Laura, Dr CHENG Mo Chi, Moses, Dr CHEUNG Kin Tung, Marvin, Mr FAN Hung Ling, Henry, Mr FONG Hup, Dr KWOK Chi Piu, Bill, Mr LEE Kwan Ho, Vincent Marshall, Dr LOH Kung Wai, Christine, Mr STRICKLAND, John Estmond, Mr WEBB, David Michael and Mr WONG Sai Hung, Oscar, and one Executive Director, Mr CHOW Man Yiu, Paul, who is also the Chief Executive.
