Great Eagle : Notice of 2021 Annual General Meeting

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(Stock Code: 41)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 Annual General Meeting of Great Eagle Holdings Limited (the "Company") will be held at 32nd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong, on Thursday, 6 May 2021 at 3:30 p.m. for the following purposes:

• 1. To receive and consider the audited consolidated Financial Statements of the Company and its subsidiaries for the year ended 31 December 2020 together with the Reports of the Directors and Independent Auditor thereon.

• 2. To declare a final dividend of HK50 cents per share for the year ended 31 December 2020.

• 3. To declare a special final dividend of HK50 cents per share for the year ended

• 31 December 2020.

• 4. To re-elect Madam Law Wai Duen as an Executive Director.

• 5. To re-elect Mr. Lo Chun Him, Alexander as an Executive Director.

• 6. To re-elect Professor Wong Yue Chim, Richard as an Independent Non-executive Director.

• 7. To re-elect Mr. Lee Siu Kwong, Ambrose as an Independent Non-executive Director.

• 8. To re-elect Mr. Chu Shik Pui as an Executive Director.

• 9. To fix the Director's fee for each of the Directors of the Company at HK$220,000 per annum.

• 10. To re-appoint Messrs. Deloitte Touche Tohmatsu as the Company's Auditor and authorise the Board of Directors to fix the Auditor's remuneration.

As special businesses to consider and, if thought fit, pass with or without modification, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

11. "THAT:

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back ordinary shares in the capital of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of the Shares which the Company is authorised to buy-back pursuant to the approval in paragraph (a) of this Resolution, shall not exceed 10 per cent of the total number of the Shares in issue at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this Resolution), and the said authority pursuant to paragraph (a) of this Resolution shall be limited accordingly; and

• (c) for the purpose of this Resolution:

  "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier 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 Bye-laws of the Company or the Companies Act 1981 of Bermuda (as amended) (or any other applicable law of Bermuda) to be held; and

  • (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting."

12. "THAT:

• (a) subject to paragraph (c) of this Resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the subscription or conversion rights attaching to any warrants, convertible bonds or other securities issued by the Company which are convertible into shares of the Company, (iii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to participants of shares or rights to acquire shares in the capital of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed the 20 per cent of the total number of shares of the Company in issue at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after passing of this Resolution) and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution:

  "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier 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 Bye-laws of the Company or the Companies Act 1981 of Bermuda (as amended) (or any other applicable law of Bermuda) to be held; and

(iii)the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Company or by the Directors to holders of shares on the Registers of Members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company 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)."

• 1. A member entitled to attend the Annual General Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his/her stead. The person appointed to act as proxy need not be a member of the Company. To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19, Shareholders are strongly encouraged to cast their votes by submitting a proxy form appointing the Chairman of the AGM as their proxy.

• 2. In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's principal place of business in Hong Kong at 33rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.

  Completion and return of the form of proxy will not preclude you from attending and voting in person should you so wish. In the event that you attend the Annual General Meeting or adjourned meeting (as the case may be) after having lodged a form of proxy, the form of proxy will be deemed to have been revoked.

• 3. When there are joint registered holders of any share, any one of such persons may vote at the Annual General Meeting either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders is present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the Registers of Members of the Company 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 for this purpose be deemed joint holders thereof.

• 4. The Registers of Members of the Company will be closed during the following periods and during these periods, no transfer of shares will be registered:

  • (i) To attend and vote at the 2021 Annual General Meeting

    For the purpose of ascertaining the Shareholders' entitlement to attend and vote at the 2021 Annual General Meeting, the Registers of Members will be closed from Monday, 3 May 2021 to Thursday, 6 May 2021, both days inclusive.

    In order to be eligible to attend and vote at the 2021 Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (the "Branch Share Registrar") for registration no later than 4:30 p.m. on Friday, 30 April 2021.

  • (ii) To qualify for the proposed 2020 final dividend and special final dividend

    For the purpose of ascertaining the Shareholders' entitlement to the proposed 2020 final dividend and special final dividend, the Registers of Members will be closed from Thursday, 13 May 2021 to Tuesday, 18 May 2021, both days inclusive.

    In order to qualify for the proposed 2020 final dividend and special final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Branch Share

• Registrar for registration no later than 4:30 p.m. on Wednesday, 12 May 2021.

• 5. The Board of Directors has recommended the payment of a final dividend of HK50 cents per share and a special final dividend of HK50 cents per share for the year ended 31 December 2020. Taken together with the interim dividend of HK33 cents per share and a special interim dividend of HK$1.50 per share paid on 6 October 2020, the total dividend for the year 2020 will be HK$2.83 per share. Dividend warrants and share certificates in respect of the proposed 2020 final dividend and special final dividend are expected to be despatched to the Shareholders on 21 June 2021.

• 6. Concerning Resolutions numbered 4 to 8 above, Madam Law Wai Duen, Mr. Lo Chun Him, Alexander, Professor Wong Yue Chim, Richard, Mr. Lee Siu Kwong, Ambrose and Mr. Chu Shik Pui, will retire from office at the 2021 Annual General Meeting and, being eligible, offer themselves for re-election and their biographical details together with other information are set out in Appendix II to the circular to Shareholders dated 26 March 2021 (the "Circular"). None of the Directors being proposed for re-election at the Annual General Meeting has a service contract with the Company or any of its subsidiaries which is not determinable by the Group within one year without payment of compensation, other than statutory compensation. Details of Directors' emoluments are set out in note 11 to the consolidated financial statements contained in the Annual Report 2020.

• 7. Concerning Resolution numbered 9 above, in accordance with the Bye-laws of the Company, the Directors shall be entitled to receive by way of remuneration for their services such sum as shall from time to time be determined by the Company in general meeting. The foregoing provision shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors' fees. It is proposed that the Director's fee for each of the Directors of the Company for the year ending 31 December 2021 shall be at HK$220,000 per annum (2020: HK$220,000 per annum).

• 8. Concerning Resolutions numbered 11 and 12 above, the Directors wish to state that there are no immediate plans to buy-back any existing Shares or issue any new shares or warrants under the general mandates sought to be granted. But there is a scrip dividend arrangement of the proposed 2020 final dividend, details of which will be set out in the circular to be despatched to the Shareholders together with the form of election for scrip dividend in May 2021. The explanatory statement containing the information necessary to enable the Shareholders to make an informed decision on whether to vote for or against Resolution numbered 11 to approve the buy-back by the Company of its own Shares, as required by the Rules Governing the Listing of Securities on the Stock Exchange is set out in Appendix I to the Circular.

• 9. The votes at the Annual General Meeting will be taken by poll.

• 10. If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 1:30 p.m. on Thursday, 6 May 2021, the 2021 Annual General Meeting will be rescheduled. The Company will publish an announcement on the Company's website atwww.GreatEagle.com.hkand the HKEXnews website atwww.hkexnews.hkto notify the Shareholders of the date, time and venue of the rescheduled meeting.

• 11. The Annual General Meeting venue has wheelchair access. Anyone accompanying a Shareholder in need of assistance will be admitted to the 2021 Annual General Meeting. If any member with a disability has a question regarding attendance, please contact the Company Secretarial Division of the Company by email atGreatEagle.ecom@greateagle.com.hk.

• 12. To protect the attending Shareholders, staff and stakeholders from the risk of infection of COVID-19, the Company will implement the following precautionary and control measures at the 2021 AGM against the pandemic:

  • (i) Compulsory body temperature check

  • (ii) Compulsory wearing of surgical facial masks

  • (iii) Mandatory health declaration

  • (iv) Maintaining a safe distance between seats

  • (v) No provision of refreshments or beverages

  • (vi) No distribution of coupons for subsequent consumption

  Should anyone seeking to attend the 2021 AGM decline to submit to these requirements or be found to be suffering from a fever (i.e. having a body temperature of over 37.5 degrees Celsius) or otherwise unwell, the Company reserves the right to refuse such person's admission to the 2021 AGM.

• 13. Subject to the development of COVID-19, the Company may change the 2021 AGM arrangements at short notice and may issue further announcement as appropriate. Shareholders should check the Company's website (www.GreatEagle.com.hk) for updates on the latest arrangement of the 2021 AGM.

As at the date of this notice, the Board comprises Dr. LO Ka Shui (Chairman and Managing Director), Mr. LO Hong Sui, Antony, Madam LAW Wai Duen, Mr. LO Chun Him, Alexander, Mr. KAN Tak Kwong (General Manager) and Mr. CHU Shik Pui being the Executive Directors; Madam LO TO Lee Kwan, Mr. LO Hong Sui, Vincent and Dr. LO Ying Sui being the Non-executive Directors; and Mr. CHENG Hoi Chuen, Vincent, Professor WONG Yue Chim, Richard, Mrs. LEE Pui Ling, Angelina, Mr. LEE Siu Kwong, Ambrose and Professor POON Ka Yeung, Larry being the Independent Non-executive Directors.