Vodatel : NOTICE OF ANNUAL GENERAL MEETING (in PDF)

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VODATEL NETWORKS HOLDINGS LIMITED ฌ༺лၣഖછٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

Stock Code: 8033

NOTICE OF ANNUAL GENERAL MEETING ("AGM")

NOTICE IS HEREBY GIVEN THAT AGM of Vodatel Networks Holdings Limited ("Company") will be held at 2:30 p.m. on 15th June 2018 at Harbour Grand Hong Kong, 23 Oil Street, North Point, the Hong Kong Special Administrative Region of the People's Republic of China ("PRC") for the following purposes:

1 As ordinary business, to consider and if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

• (a) to receive and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31st December 2017;

• (b) to approve the payment of a final dividend for the year ended 31st December 2017;

• (c) to re-elect José Manuel dos Santos as an executive director of the Company;

• (d) to re-elect Kuan Kin Man as an executive director of the Company;

• (e) to re-elect Tou Kam Fai as an independent non-executive director of the Company;

• (f) to authorise the board of the directors of the Company to fix the remuneration of the directors of the Company;

• (g) to authorise the board of the directors of the Company to approve and confirm the terms of appointment (including remuneration) for Tou Kam Fai, further details of which are set out in the Circular; and

• (h) to re-appoint auditor of the Company for the ensuing year and authorise the board of the directors of the Company to fix its remuneration.

2 As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

(a) "THAT:

(i) subject to paragraph (iii), the exercise by the board of the directors of the Company

("Directors") during the Relevant Period (as defined in paragraph (iv) below) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.10 each in the share capital of the Company ("Shares") and to make or grant offers, agreements and options, including warrants to subscribe for Shares or any securities which are convertible into Shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) shall authorise the board of Directors ("Board") during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (iii) 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 Board pursuant to the approval in paragraph (i), otherwise than pursuant to a Rights Issue (as defined in paragraph (iv) below) or the exercise of the subscription rights under all share option schemes of the Company adopted from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

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

  (1) the conclusion of the next annual general meeting of the Company ("NAGM");

  (II) the expiration of the period within which NAGM is required by the bye-laws of the Company or any applicable law to be held; or

  (III) the revocation or variation of this resolution by an ordinary resolution of the duly registered holder(s) from time to time of the Shares(s) ("Members") in a general meeting.

  "Rights Issue" means an offer of Shares open for a period fixed by the Board to Members on the register as at a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Board 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 applicable to the Company):

• (b) "THAT:

  (i) subject to paragraph (ii) below, the exercise by the board of the directors of the 13.09(1)

  Company during the Relevant Period (as defined in paragraph (iii) below) of all powers of the Company to purchase its own ordinary shares of HK$0.10 each in the share capital of the Company ("Shares"), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, a company incorporated in the Hong Kong Special Administrative Region of the People's Republic of China, be and is hereby generally and unconditionally approved;

  (ii) the aggregate nominal amount of Shares to be purchased by the Company pursuant to the approval in paragraph (i) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution; and

  (iii) for the purpose of this resolution: 13.09(2)

  "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 ("NAGM");

  • (II) the expiration of the period within which NAGM is required by the bye-laws of the Company or any applicable law to be held; or

  • (III) the revocation or variation of this resolution by an ordinary resolution of the duly registered holder(s) from time to time of the Shares in a general meeting; and

• (c) "THAT conditional upon resolution 2(b) above being passed, the aggregate nominal amount of the number of ordinary shares of HK$0.10 each in the share capital of the Company which are repurchased by the Company under the authority granted to the board of the directors of the Company ("Directors") as mentioned in resolution 2(b) above shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution 2(a) above."

By order of the board of the directors of

Vodatel Networks Holdings Limited

José Manuel dos Santos

Chairman

The Macao Special Administration Region of PRC ("Macao"), 11th May 2018

Registered office Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business 74 da Rua da Felicidade

Edifício Vodatel

Taipa

Macao

Place of business in the Hong Kong Special Administrative Region of PRC ("Hong Kong")

Room 713B, 7th Floor Block B, Sea View Estate 2-8 Watson Road

North Point

Executive directors of the Company ("Director")

José Manuel dos Santos

Kuan Kin Man

Monica Maria Nunes

Independent non-executive Directors Fung Kee Yue Roger

Wong Tsu An Patrick Tou Kam Fai

Notes:

• 1 Holders of ordinary shares of HK$0.10 each in the share capital of the Company ("Shares") whose names appear on the register of the holders of the Shares ("Members") on 15th June 2018, will be eligible for attending and voting at the AGM. The register of Members will be closed from 11th June 2018 to 15th June 2018, both days inclusive, during which no transfer of Shares will be registered. In order to be eligible for attending and voting at the AGM, all transfer forms accompanied by the relevant Share certificates must be lodged with the Hong Kong branch share registrar of the Company ("Hong Kong Branch Share Registrar"), Tricor Abacus Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on 8th June 2018.

• 2 Members whose names appear on the register of Members on 22nd June 2018 will be eligible to the proposed final dividend. The register of Members will be closed on 22nd June 2018 for ascertaining Members' entitlement to the proposed final dividend and during which no transfer of Shares will be registered. In order to qualify for the proposed final dividend (subject to approval by Members at the forthcoming AGM), all transfer forms accompanied by the relevant Share certificates must be lodged with the Hong Kong Branch Share Registrar at the above mentioned address for registration before 4:30 p.m. on 21st June 2018. The proposed final dividend (the payments of which are subject to the Members' approval at the AGM) are to be payable on or about 5th July 2018 to Members whose names appear on the register of Members on 22nd June 2018. The Shares will trade ex-dividend on 20th June 2018.

• 3 Any Member who is entitled to attend and vote at the AGM is entitled to appoint one or more than one proxy to attend and vote in his stead in accordance with the bye-laws of the Company. A proxy need not be a Member.

• 4 Where there are joint holders of any Share, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders shall be present at the AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members in respect of the joint holding.

• 5 The instrument appointing a proxy and (if required by the board of Directors) the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority shall be delivered to the Hong Kong Branch Share Registrar at the above mentioned address not less than forty-eight hours before the time for holding the AGM. The completion and return of the proxy form shall not preclude Members from attending and voting in person at the AGM (or any adjourned meeting thereof) should they so wish.