GCAP
7 February
2018
Globe Capital Limited
(The Company)
Notice
of AGM
THIS DOCUMENT IS IMPORTANT AND
REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you
are recommended to seek your own financial advice from your
stockbroker or other independent adviser authorised under the
Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in
Globe Capital Limited, please forward this document, together with
the accompanying documents, as soon as possible either to the
purchaser or transferee or to the person who arranged the sale or
transfer so they can pass these documents to the person who now
holds the shares.
GLOBE CAPITAL LIMITED
Directors:
David Barnett (Chairman)
Darren Edmonston
To the Shareholders of Globe Capital
Limited
Dear Shareholder
ANNUAL GENERAL MEETING – 10.00 a.m. on 5 March
2018
I am pleased to enclose the notice of the Company’s Annual
General Meeting, to be held at 10.00
a.m. on 5 March 2018.
The ordinary business of the Annual General Meeting will be to
receive and adopt the accounts of the Company to 31st
December 2015 & 2016, approve
voting of no dividend to re-appoint the auditors, and to re-elect
directors.
You will find set out at the end of this document a notice
convening the AGM to be held at
c/o Bushwood Accountants, The Barn, Tednambury Farm, Tednmabury,
Sawbridgeworth, Herts CM23
4BD.
1. ACTION TO BE TAKEN
A Form of Proxy is enclosed, for use at the AGM. Whether or not
you intend to be present at the AGM, you are asked to complete,
sign and return the Form of Proxy to the Company’s registrars, c/o
Bushwood Accountants, The Barn, Tednambury Farm, Tednambury,
Sawbridgeworth, Herts CM23 4BD, as
soon as possible but in any event, so as to arrive no later than
6.00 p.m. on 2
March 2018. The completion and return of a Form of Proxy
will not preclude you from attending the AGM and voting in person
should you wish to do so. Accordingly, whether or not you intend to
attend the AGM in person, you are urged to complete and return the
Form of Proxy as soon as possible.
2. RECOMMENDATIONS
The Directors consider that the resolutions to be proposed at
the AGM are in the best interests of the Company and Shareholders
as a whole. Accordingly, the Directors unanimously recommend
Shareholders to vote in favour of the resolutions to be proposed at
the AGM.
Finally, the directors would like to take this opportunity to
announce that the company will be looking to open an office in
Dubai alongside its address in
Hong Kong and to support its
future plans
Yours faithfully
David Barnett
Chairman
Annual General Meeting
__________________________________________________________________________________________
On Monday
5 March 2018 at
10.00am (GMT)
This document is important and requires your immediate
attention. If you are in any doubt as to what action you should
take, you should consult your stockbroker, bank manager, solicitor,
accountant or other professional advisor immediately. If you have
sold or otherwise transferred all of your shares, please pass this
document, together with the accompanying documents, to the
purchaser or transferee, or to the person who arranged the sale or
transfer so they can pass these documents to the person who now
holds the shares. The Notice of Annual General Meeting and a Proxy
Form are being sent to all shareholders. The Annual Report 2015 and
Annual Report 2016 are being sent to all shareholders.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Globe Capital Limited will be held at c/o Bushwood Accountants,
Tednambury Farm, Tednambury, Sawbridgeworth, Herts CM23 4BD on 5
March 2018 (Monday) at 10:00a.m.
(GMT) for, inter alia, the following purposes:-
ORDINARY BUSINESS
To consider, and if thought fit, pass the following resolutions
which will be proposed as ordinary resolutions and require that
more than half of the votes cast must be in favour of each
resolution for it to be passed.
1. |
To approve the directors'
remuneration for 2015; |
2. |
To receive and adopt the Annual
Report for the year ended 31 December 2015; |
3. |
To declare no final dividend on the
ordinary shares for 2015; |
4. |
To approve the directors'
remuneration for 2016; |
5. |
To receive and adopt the Annual
Report for the year ended 31 December 2016; |
6. |
To declare no final dividend on the
ordinary shares for 2016; |
7 |
To elect Darren Edmonston as a
director according to Article 143.3; |
8. |
To re-appoint PKF Hong Kong as the
Company's auditors and authorise the board of directors of the
Company to fix auditors' remuneration; and |
9. |
THAT, the directors of the Company
("Directors") be generally and unconditionally authorised to allot
shares in the Company and to grant rights to subscribe for or to
convert any security into shares in the Company ("Rights") up to
125,000,000 Ordinary shares provided that this authority shall,
unless renewed, varied or revoked by the Company, expire on the
conclusion of the Annual General Meeting of the Company to be held
in 2019 or, if earlier, 15 months after the date on which this
resolution has been passed, provided that the Company may, before
such expiry, make an offer or agreement which would or might
require shares to be allotted or Rights to be granted and the
Directors may allot shares or grant Rights in pursuance of such
offer or agreement notwithstanding that the authority conferred by
this resolution has expired. This authority is in substitution for
all previous authorities conferred on the Directors in accordance
with Article 23. |
SPECIAL BUSINESS
To consider, and if thought fit, pass the following resolutions
which will be proposed as special resolutions and require that more
than three-quarters of the votes cast must be in favour of each
resolution for it to be passed.
10. |
THAT, subject to the passing of
resolution 9 the Directors be generally empowered to allot equity
securities for cash pursuant to the authority conferred by
resolution 9 above, as if any pre-emption provisions in the
Company’s articles of association or other rights did not apply to
any such allotment, provided that the power conferred by this
resolution shall be limited to: |
10.1 |
any allotment of equity securities
where such securities have been offered whether by way of rights
issue, open offer, or otherwise to holders of equity securities in
proportion as nearly as may be practicable to their then holdings
of such securities but subject to the directors having the right to
make such exclusions or other arrangements in connection with such
offer as they deem necessary or expedient to deal with fractional
entitlements or legal or practical problems arising in, or pursuant
to, the laws of any territory or the requirements of any regulatory
body or stock exchange in any territory or otherwise
howsoever, |
10.2 |
the allotment (otherwise then
pursuant to sub-paragraph (1) above) of equity securities up to
125,000,000 Ordinary Shares such authority and power shall, unless
renewed, varied or revoked by the Company, expire on the conclusion
of the Annual General Meeting of the Company to be held in 2019 or,
if earlier, 15 months after the date on which this resolution has
been passed, provided that the Company may, before such expiry,
make any offer or agreement or other arrangement which would or
might require equity securities to be allotted after such expiry
and the Directors may allot equity securities in pursuance of such
offer or agreement or other arrangement as if the power hereby
conferred had not expired. |
By Order of the Board
Christopher Neo
Company Secretary
London, 5 February
2018
Notes for Notice of Annual
General Meeting
1. To be entitled to attend and vote at the AGM (and for
the purpose of the determination by the Company of the votes they
may cast), shareholders must be registered in the register of
members of the Company at 6.00pm (GMT) on
Friday 2 March 2018 (or, in
the event of any adjournment of the AGM, at least forty-eight (48)
hours before the time of the adjourned meeting). Changes to the
register of members after the relevant deadline shall be
disregarded in determining the rights of any person to attend and
vote at the meeting.
2. Shareholders are entitled to appoint a proxy to
exercise all or any of their rights to attend, to speak and to vote
on their behalf at the meeting. A shareholder may appoint more than
one proxy in relation to the AGM provided that each proxy is
appointed to exercise the rights attached to a different share or
shares held by that shareholder. A proxy need not be a shareholder
of the Company. A Proxy Form which may be used to makes such
appointment and gives proxy instructions accompanies this
document.
3. To vote by post, please complete the Proxy Form in accordance
with the instructions printed thereon. The Proxy Form or other
instrument appointing a proxy must be received by post or (during
normal business hours only) by hand at c/o Bushwood Accountants,
Tednambury Farm, Tednambury, Sawbridgeworth, Herts CM23 4BD.
4. To be valid, a Proxy Form or other instrument appointing a
proxy that has been sent by post or hand delivered must be received
no later than 6.00pm (GMT) on Friday
2 March 2018. A shareholder must
inform the Company in witting of any termination of the authority
of a proxy.
5. The return of a completed proxy form, or other such
instrument, will not prevent a shareholder attending the AGM and
voting in person if he/she wishes to do so.
6. Any corporation which is a member can appoint one or
more corporate representatives who may exercise on its behalf all
of its powers as a member provided that they do not do so in
relation to the same shares.
7. Any member attending the AGM has the right to ask questions.
The Company must cause to be answered any such question relating to
the business being dealt with at the AGM but no such answer need be
given if (a) to do so would interfere unduly with the preparation
for the AGM or involve the disclosure of confidential information,
(b) the answer has already been given on the Company's website in
the form of an answer to a question, or (c) it is not desirable in
the interests of the Company or the good order of the AGM that the
question be answered.
8. All resolutions to be proposed at the AGM will be put
to vote on a poll. This will result in a more accurate reflection
of the views of shareholders by ensuing that every vote is
recognized, including the votes of those shareholders who are
unable to attend the meeting but who have appointed a proxy for the
meeting. On a poll, each shareholder has one vote for every share
held.
As at the date of this notice, the Board of the Company
comprises David Barnett and
Darren Edmonston.
GLOBE CAPITAL LIMITED
Proxy Form for use at the Annual General Meeting (or any
adjournment thereof)
I/We (Note 1)
………..………………………………………..…………………………………………………………………………….…… of
………………………………………………………………………………………………………………………………………………………..being
holder(s) of ……………………………….. (Note 2) shares of 0.01 pence each in the capital of GLOBE CAPITAL
LIMITED (the “Company”) HEREBY APPOINT (Note 3)
……….……………………………………………………….
of…………………………………………………………………………………………………………………………………………………………or
failing him ……………………………………………………………………………………………………………………………………. of
……………………………………………………………………………………………………………………………………………………….or
failing him, THE CHAIRMAN OF THE MEETING as my/our proxy(ies) to
attend and vote for me/us on my/our behalf at the Annual General
Meeting 2018 of the Company to be held on Monday 5 March 2018 at 10:00am
(GMT) at c/o Bushwood Accountants, Tednambury Farm,
Tednambury, Sawbridgeworth, Herts
CM23 4BD (or any adjournment thereof) and to vote at such meeting
or any adjournment thereof in respect of the resolutions as
hereunder indicated or, if no such indication is given, as my/our
proxy(ies) thinks fit.
ORDINARY RESOLUTIONS For (Note
4) Against (Note 4)
1. To approve
the directors' remuneration for
2015
2. To receive
and adopt the Annual Report for the year ended 31 December
2015
3. To declare no
final dividend on the ordinary shares for
2015
4. To approve
the directors' remuneration for
2016
5. To receive
and adopt the Annual Report for the year ended 31 December
2016
6. To declare no
final dividend on the ordinary shares for
2016
7. To elect
Darren Edmonston as a director
according to Article
143.3
8. To re-appoint
PKF Hong Kong as the Company's auditors and authorise the board of
directors of the Company to fix auditors'
remuneration
9. To authorise
the directors to allot
shares
SPECIAL
RESOLUTIONS For
(Note 4) Against (Note 4)
10. To authorise the
directors to disapply pre-emption rights and allot equity
securities for
cash
Dated this................................... day of
.................................. 2018. Signature(s) (Note 5)
.........................
Notes:
1. Please insert the full name(s) and address(es) (as shown in
the register of the members) in BLOCK CAPITALS.
2. Please insert the number of all the shares in the Company
registered in your name(s) and delete if inappropriate.
3. Please insert the name and address of the proxy desired. IF
NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR
PROXY. A proxy need not be a shareholder of the Company. ANY
ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE
PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN
THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION,
TICK IN THE BOX MARKED “AGAINST”. Failure to tick or state the
exact number of shares in any box will entitle your proxy to cast
your vote at his discretion. Your proxy will also be entitled to
vote at his discretion on any resolution properly put to the
meeting other than that referred to in the notice convening the
meeting.
5. This form of proxy must be signed by you or your attorney
duly authorised in writing or, in the case of a corporation, must
either be executed under its common seal or under the hand of an
officer or attorney or other person duly authorised.
6. In the case of joint registered holders, the vote of the
senior who renders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the vote(s) of other joint holder(s)
and for this purpose seniority shall be determined by the order in
which the names stand in the register of members of the Company in
respect of joint holding.
7. To be valid, a proxy form, together with the power of
attorney or other authority, if any, under which it is signed or a
certified copy of that power or authority must be lodged with the
Company at Unit A, 18/F, Epoch Industrial Building, No.8
Cheung Ho Street, Tsing Yi, New Territories, Hong Kong not less than 48 hours before the
time appointed for holding the meeting or any adjournment thereof;
and an instrument of proxy which is not deposited or delivered in a
manner so permitted shall be invalid.
8. Completion and delivery of the form of proxy will not
preclude you from attending and voting at the meeting if you so
wish.