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(Incorporated with limited liability under the laws of Bermuda) Website: http://www.firstpacific.com
(Stock Code: 00142) ANNUAL GENERAL MEETING HELD ON 28 MAY 2014 POLL RESULTS
At the Annual General Meeting of First Pacific Company Limited (the "Company") held at The Tian & Di Room, 7th Floor, The Landmark Mandarin Oriental Hong Kong, 15
Queen's Road Central, The Landmark, Central, Hong Kong at 3:00 p.m. on Wednesday,
28 May 2014 (the "AGM"), a poll was demanded by the Chairman for voting on all the proposed resolutions, as set out in the Notice of AGM dated 26 April 2014.
As at the date of AGM, the total number of shares in issue entitling the holders to attend and vote for or against all the resolutions at the AGM was 4,299,370,997 shares. No shareholders were required to abstain from voting on any of the proposed resolutions at the AGM.
All the proposed resolutions, which were voted on by poll, were approved by the Shareholders. The vote-taking at the AGM was scrutinised by Computershare Hong Kong Investor Services Limited, the Company's Hong Kong Branch Share Registrar. The poll results in respect of the resolutions were as follows:
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Ordinary Resolutions | Number of Votes (%) | ||
Ordinary Resolutions | For | Against | |
1. | To receive and adopt the Audited Accounts and the Reports of the Directors and Independent Auditors for the year ended 31 December 2013. | 3,568,352,423 99.520197% | 17,203,599 0.479803% |
1. | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
2. | To declare a final cash dividend of HK13.00 cents (US1.67 cents) per ordinary share for the year ended 31 December 2013. | 3,596,124,329 100.000000% | 0 0.000000% |
2. | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
3. | To re-appoint Ernst & Young as Independent Auditors of the Company and to authorise the Board of Directors (the "Board") or the Audit Committee to fix their remuneration. | 3,577,727,584 99.943259% | 2,031,207 0.056741% |
3. | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
4.(i) | To re-elect Mr. Robert C. Nicholson as the Executive Director of the Company for a fixed term of approximately three years, commencing on the date of the AGM and expiring at the conclusion of the annual general meeting of the Company to be held in the third year following the year of his re-election (being 2017) (the "fixed 3-year term"). | 3,133,938,956 87.153641% | 461,939,434 12.846359% |
4.(i) | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
4.(ii) | To re-elect Mr. Benny S. Santoso as a Non- executive Director of the Company for the fixed 3-year term. | 3,104,418,532 86.332690% | 491,459,858 13.667310% |
4.(ii) | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. |
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Ordinary Resolutions | Number of Votes (%) | ||
Ordinary Resolutions | For | Against | |
4.(iii) | To re-elect Mr. Graham L. Pickles as an Independent Non-executive Director of the Company for the fixed 3-year term. | 3,437,258,769 95.582204% | 158,869,621 4.417796% |
4.(iii) | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
4.(iv) | To re-elect Mr. Napoleon L. Nazareno as a Non-executive Director of the Company for the fixed 3-year term. | 3,394,596,862 94.672653% | 191,018,160 5.327347% |
4.(iv) | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
4.(v) | To re-elect Mr. Tedy Djuhar as a Non- exe cutive Dire ctor of th e Comp any fo r a fixed term of approximately one year, commencing on the date of the AGM and expiring at the conclusion of the annual general meeting of the Company to be held in the year following the year of his re- election (being 2015). | 3,518,741,924 97.848172% | 77,382,405 2.151828% |
4.(v) | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
5. | To authorise the Board or the Remuneration C omm it te e to f ix t he r em un er at io n of the Executive Directors pursuant to the Company's Bye-laws and to fix the remuneration of the Non-executive Directors (including the Independent Non-executive Directors) at the sum of US$5,000 for each meeting attended. | 3,463,545,184 96.313168% | 132,583,206 3.686832% |
5. | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
6. | To authorise the Board to appoint additional directors as an addition to the Board. | 3,575,622,372 99.429830% | 20,504,018 0.570170% |
6. | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. |
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Ordinary Resolutions | Number of Votes (%) | ||
Ordinary Resolutions | For | Against | |
7. | To grant a general mandate to the Directors to allot, issue and deal with additional shares in the Company not exceeding 10% of the Company's issued share capital, as described in the AGM Notice. | 2,321,886,131 64.566275% | 1,274,242,259 35.433725% |
7. | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
8. | To grant a general mandate to the Directors to exercise all the powers of the Company to repurchase shares in the Company not exceeding 10% of the Company's issued s h a r e c a p i t a l , a s d e s c r i b e d i n t h e A G M Notice. | 3,594,097,183 99.992711% | 262,000 0.007289% |
8. | As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | ||
9. | To approve the addition of the aggregate n om in al am ou nt of s ha r e s re p ur c ha s ed pursuant to Resolution (8) above to the aggregate nominal amount of share capital which may be allotted and issued pursuant to Resolution (7) above. | 2,352,698,715 65.423101% | 1,243,429,675 34.576899% |
As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. | |||
Special Resolution | Number of Votes (%) | ||
Special Resolution | For | Against | |
10. | To approve the amendments to the existing Bye-laws of the Company and to adopt the consolidated Bye-laws in the form of the document marked "A" and produced to the AGM as the new Bye-laws of the Company. | 3,558,737,285 99.926586% | 2,614,540 0.073414% |
10. | As not less than 75% of the votes were cast in favour of the resolution, the resolution was duly passed as a special resolution. |
By Order of the Board
First Pacific Company Limited
Nancy L.M. Li
Company Secretary
Hong Kong, 28 May 2014
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As at the date of this announcement, the Board of Directors of the Company comprises the following Directors:
Manuel V. Pangilinan, Managing Director and CEO
Edward A. Tortorici
Robert C. Nicholson
Anthoni Salim, Chairman
Benny S. Santoso
Tedy Djuhar
Napoleon L. Nazareno
Graham L. Pickles
Prof. Edward K.Y. Chen, GBS, CBE, JP Margaret Leung Ko May Yee, SBS, JP Philip Fan Yan Hok
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