SJM : Notice of Annual General Meeting (in PDF)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

(incorporated in Hong Kong with limited liability)

1. To receive and adopt the audited financial statements and the reports of the directors and the auditor of the Company and its subsidiaries for the year ended 31 December 2013.
2. To declare a final dividend of HK50 cents per ordinary share and a special dividend of HK30 cents per ordinary share for the year ended 31 December 2013 to the shareholders of the Company.
3. To re-elect the following directors of the Company: (i) Dr. So Shu Fai as an executive director;
(ii) Mr. Rui José da Cunha as an executive director;
(iii) Ms. Leong On Kei, Angela as an executive director; and
(iv) Mr. Fok Tsun Ting, Timothy as an executive director.
4. To authorise the board of directors of the Company to fix the remuneration for each of the directors of the Company.
5. To re-appoint Messrs. Deloitte Touche Tohmatsu, Certified Public Accountants, as the auditor of the Company and authorise the board of directors of the Company to fix their remuneration.

1

To consider and, if thought fit, to pass with or without modification, the following resolutions as ordinary resolutions of the Company:

6. "THAT:
(a) subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the terms and conditions of the share option scheme adopted by the shareholders of the Company on 13 May 2009, as amended (the "Share Option Scheme"), a mandate be and is hereby unconditionally given to the directors of the Company (the "Directors") to exercise all the powers of the Company during the Relevant Period (as defined in paragraph (b) below) to grant options under the Share Option Scheme and to allot and issue shares of the Company as and when any options which have been granted prior to the date of this resolution or which are granted pursuant to this resolution (the "Issue Mandate") are exercised, and after the Relevant Period to allot and issue shares of the Company pursuant to the exercise of share options granted under the Issue Mandate during the Relevant Period.
(b) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company's articles of association or any applicable laws to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
7. "THAT:
(a) a general mandate be and is hereby unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined in paragraph (b) below) all the powers of the Company to repurchase or otherwise acquire ordinary shares in the capital of the Company in accordance with all applicable laws and the requirements of the Listing Rules, provided that the aggregate number of shares so repurchased or otherwise acquired shall not exceed 10% of the aggregate number of shares of the Company in issue (subject to adjustment in the case of subdivision and consolidated shares) as at the date of the passing of this Resolution;

2

(b) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company's articles of association or any applicable laws to be held; and
(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
To consider and, if thought fit, pass with or without modification, the following resolution as a special resolution of the Company:

8. "THAT
the new articles of association of the Company produced at the AGM and marked "A" by the Chairman of the AGM for the purpose of identification (which, among other things, do not include the memorandum of association currently contained in the existing articles of association of the Company as amended by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) when it came into force), be adopted as the articles of association of the Company in substitution for, and to the exclusion of, such existing articles of association of the Company."
By order of the Board SJM Holdings Limited Kwok Shuk Chong Company Secretary
Hong Kong, 7 April 2014

Registered office:

Suites 3001-3006, 30th Floor
One International Finance Centre
1 Harbour View Street, Central
Hong Kong

3

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more proxies (excluding those shareholders holding only one share) to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. A form of proxy for use at the above meeting (or any adjournment thereof) is enclosed in the Company's circular to be dated

7 April 2014. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited at the registered office of the Company at Suites 3001-3006, 30th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong, not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof (excluding public holiday in Hong Kong).

3. The register of members of the Company will be closed from Tuesday, 3 June 2014 to Thursday, 5 June 2014 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify to attend and vote at the above meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre,

183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 30 May 2014.

4. In order to qualify for the proposed final dividend and special dividend (subject to shareholders' approval at the above meeting), all transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre,

183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 10 June 2014, being the record date for the proposed final dividend and special dividend.

5. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), any vote of shareholders at a general meeting must be taken by poll. Accordingly, at the above meeting, the chairman of the meeting will exercise his power under article 61.(A) of the articles of association of the Company to put each of the resolutions set out in this notice of the meeting to be voted by way of poll. On a poll, every shareholder present in person (or in case of a corporation by its corporate representative) or by proxy shall have one vote for each share of which he/she is the holder.

6. The result of the poll will be published on the Company's website at http://www.sjmholdings.com and the Stock Exchange's website at http://www.hkexnews.hk on the date of the above meeting.

As at the date hereof, the executive directors of the Company are Dr. Ho Hung Sun, Stanley, Dr. So Shu Fai, Mr. Ng Chi Sing, Mr. Rui José da Cunha, Ms. Leong On Kei, Angela, Mr. Shum Hong Kuen, David and Mr. Fok Tsun Ting, Timothy, the non- executive director of the Company is Dr. Cheng Kar Shun and the independent non-executive directors of the Company are Mr. Chau Tak Hay, Dr. Lan Hong Tsung, David, Mr. Shek Lai Him, Abraham and Mr. Tse Hau Yin.

4

distributed by