GLOBAL BRANDS GROUP HOLDING LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
(Incorporated in Bermuda with limited liability)
(Stock Code: 787) NOTICE OF THE SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting (the "Special General Meeting") of Global Brands Group Holding Limited (the "Company") will be held at the Auditorium, Ground Floor, Hong Kong Spinners Industrial Building, Phase 1 & 2, 800 Cheung Sha Wan Road, Kowloon, Hong Kong on
16 September 2014 at 10:00 a.m. for the following purposes:
To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
1. "THAT:
(a) the adoption of the share awa rd scheme (the " Share Awa rd Scheme") in accordance with the rules of the Share Award Scheme be and is hereby approved;
(b) a mandate be and is hereby granted to the directors of the Company during the Share Award Scheme Period (as defined below) to exercise all the powers of the Company to issue, allot, procure the transfer of and otherwise deal with additional shares underlying any awards granted under the Share Award Scheme;
(c) the aggregate number of shares underlying all awards granted under the Share Awa rd Scheme pursuant to the approval in sub-paragraph (a) of this resolution shall not exceed 2.5% of the aggregate nominal amount of the issued share capital of the Company on the date of passing of this resolution, which is approximately 209,009,957 shares; and
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(d) for the purposes of this resolution:
"Share Award Scheme Period" means the period from the passing of this resolution until the business day immediately prior to the sixth (6th) anniversary of the passing of this resolution."
2. "THAT:
(a) the adoption of the share option scheme (the "Share Option Scheme") in accordance with the rules of the Share Option Scheme be and is hereby approved;
(b) a mandate be and is hereby granted to the directors of the Company and any delegate(s) authorized by the Board to exercise all the powers of the Company to issue, allot, procure the transfer of and otherwise deal with additional shares issued pursuant to the exercise of the options granted under the Share Option Scheme;
(c) the total number of Shares subject to the Share Option Scheme, when aggregated with any Shares subject to any other share option schemes of the Company, shall not exceed 10% of the relevant class of the issued share capital of the Company as at the date of passing of this ordinary resolution; and
(d) that the maximum number of Shares which may be issued upon exercise of all outstanding options granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the relevant class of the issued share capital of the Company from time to time."
By order of the Board
Chairman
Hong Kong, 29 August 2014
Notes:
1. All resolutions at the Special General Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Company's bye-laws, except where the Chairman, in good f aith, decides t o allow a resolution which relat e s purely t o a p ro c edural or administrative matter to be voted by a show of hands pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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2. Any shareholder of the Company entitled to attend and vote at the Special General Meeting is entitled to appoint more than one proxy to attend and vote on behalf of him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
3. 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 certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the Special General Meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such an event, the instrument appointing a proxy shall be deemed to be revoked.
4. In the case of joint holders of shares of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share.
5. A circular containing further details will be sent to all shareholders of the Company together with this notice.
As at the date hereof, the Board comprises one Non-executive Director, namely William Fung Kwok Lun (Chairman), two Executive Directors, namely Bruce Philip Rockowitz (Chief Executive Officer & Vice Chairman) and Dow Peter Famulak (President) and five Independent Non-executive Directors, namely Paul Edward Selway-Swift, Stephen Harry Long, Hau Leung Lee, Allan Zeman and Audrey Wang Lo.
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