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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Members of Guoco Group Limited ("the Company") will be held at 73rd Floor, The Center, 99 Queen's Road Central, Hong Kong on Thursday, 29th November, 2001 at 3:00 p.m. for the following purposes:--

As ordinary business:--

1. To receive and consider the audited Statement of Accounts together with the Reports of the Directors and Auditors thereon for the year ended 30th June, 2001.

2. To declare a final dividend.

3. To fix the fees of the Directors for the year ended 30th June, 2001, to determine the maximum number of Directors and to re-elect retiring Directors.

4. To appoint Auditors and to authorise the Board of Directors to fix their remuneration.

As special business to consider and, if thought fit, pass with or without amendments, the following resolutions:--

5. Special Resolution

"THAT the new bye-laws of the Company, a copy of which has been produced to this meeting marked "A" and signed by the Chairman of this meeting by way of identification, be approved and adopted in replacement of the bye-laws previously in force."

6. Ordinary Resolutions

A. "THAT:

(a) subject to paragraph (b), the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited, subject to and in accordance with all applicable laws and the Bye-Laws of the Company, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company to be purchased by the Directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

B. "THAT:

(a) subject to paragraph (b), the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to allot and issue additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a), otherwise than pursuant to:--

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and this approval shall be limited accordingly; and

(c) for the purposes of this resolution:--

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (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 any stock exchange in any territory outside Hong Kong)."

C. "THAT conditional upon the passing of resolution nos. 6A and 6B of the notice convening this meeting, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot shares pursuant to resolution no. 6B be and is hereby extended by the addition thereto 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 no. 6A, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution."

D. "THAT the share option scheme of the Company, a copy of which has been produced to this meeting marked "B" and signed by the Chairman of this meeting by way of identification, be and is hereby approved and the exercise by the Directors of the Company of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for such shares, and to make or grant offers, agreements and options under and for the purposes of the share option scheme which might require the exercise of such powers, be and is hereby generally and unconditionally approved."



By Order of the Board
Doris W.N. Wong
Company Secretary

Hong Kong, 12th October, 2001

Notes:

1. A Member entitled to attend and vote at the above Meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy and the power of attorney (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company's principal office at 11th Floor, The Center, 99 Queen's Road Central, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

3. The Register of Members of the Company will be closed from 23rd November, 2001 to 29th November, 2001, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrars in Hong Kong, Central Registration Hong Kong Limited at Shops 1712-6, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on 22nd November, 2001.

4. The determination of the maximum number of Directors by the Members at the Meeting under resolution no. 3 above is required by the applicable laws of Bermuda.

5. With respect to resolution no. 6A, approval is being sought from the Members for a general mandate to repurchase shares to be given to the Directors.

6. With respect to resolution no. 6B, approval is being sought from the Members for a general mandate to issue shares to be given to the Directors.

7. With respect to resolution no. 6C, approval is being sought from the Members for an extension of the general mandate granted to the Directors to allot shares by adding to it the number of shares purchased under the authority granted pursuant to resolution 6A.

8. In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Hong Kong Code on Share Repurchases, an explanatory statement containing further details regarding resolutions no. 6A and 6C is set out in Appendix III of the circular to shareholders of the Company and will be sent to the shareholders shortly.

9. With respect to resolution no.6D, if it is approved, the directors of the Company will have power to grant options which, if exercised, will result in the aggregate number of Shares issued and issuable under the share option scheme of the Company (the "Scheme"), together with any Shares issuable upon exercise of all options for the time being outstanding which have been granted under any other scheme involving the issue or grant of options over Shares or other securities by the Company to, or for the benefit of, executives and/or employees, not exceeding, subject to the other rules of the Scheme, 10 per cent. in nominal value of the share capital of the Company (including Shares issued pursuant to the Scheme and any such other scheme) in issue on the date on which the resolution is passed.


Source: Guoco Group Limited
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