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NOTICE IS HEREBY GIVEN THAT the Seventy-fourth Ordinary Yearly Meeting of the members of CITIC Bank International Limited (the "Bank") will be held in the Jade Ballroom 1, 3rd Floor, Furama Hotel, One Connaught Road Central, Hong Kong on Wednesday, 28 April 1999 at 10:00 a.m. for the following purposes:- 1. To receive and consider the Statement of Accounts together with the Reports of the Directors and of the Auditors for the year ended 31 December 1998; 2. To declare a final dividend; 3. To re-elect Directors and to authorise the Board to fix their remuneration for the year ended 31 December 1998; 4. To appoint Auditors and to authorise the Board to fix their remuneration; 5. To grant a general mandate to the Directors to issue additional shares not exceeding 20% of the issued share capital; 6. To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital; 7. To extend the general mandate under item 5 hereof by increasing the number of shares permitted to be issued equivalent to the number of shares repurchased under item 6 hereof. The Register of Members of the Bank will be closed from Wednesday, 21 April 1999 to Wednesday, 28 April 1999, both days inclusive. By Order of the Board
Hong Kong, 26 February 1999 Notes: 1. A member entitled to attend and vote at the above meeting may appoint more than one proxy to attend and vote in his place provided that if more than one person is so authorised the form of proxy must specify the number of shares in respect of which each such person is so authorised. A proxy need not be a member. 2. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall be deemed to be joint holders thereof. 3. To be valid, forms of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at 232 Des Voeux Road Central, Hong Kong, the registered office of the Bank for the attention of the Company Secretary not less than 48 hours before the time for holding the meeting or adjourned meeting and in default thereof the form of proxy and such power of attorney or authority shall not be treated as valid. 4. In order to qualify for the above final dividend, all transfers must be lodged for registration with the Bank's Share Registrars, Central Registration Hong Kong Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Tuesday, 20 April 1999. 5. The proposed resolutions of items 5 to 7 will be included in the Notice of Ordinary Yearly Meeting incorporated in the circular to be despatched to members on or before 31 March 1999. |