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Shareholders Engagement

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Shareholders communication policy

The Company has adopted a shareholders communication policy in 2012 to ensure that shareholders, and in appropriate circumstances, the investment community at large, are provided with ready, equal and timely access to balanced and understandable information about the Company (including its financial performance, strategic goals and plans, material developments, governance and risk profile), in order to enable shareholders to exercise their rights in an informed manner, and to allow shareholders and the investment community to engage actively with the Company.

 

How shareholders can convene a special general meeting

Shareholders holding at the date of the deposit of the requisition not less than one-tenth of the paid-up capital of the Company carrying the right of voting at general meetings of the Company can at all times submit a signed written requisition, specifying the purpose, to the Board or the Company Secretary to require the convening of a special general meeting (“SGM”) and deposit the requisition at the Company’s Hong Kong headquarters at 43 /F, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong; and such meeting shall be held within two months after the deposit of such requisition. Upon receiving a valid request from shareholder(s), the Board shall within twenty-one days of such deposit proceed to convene a SGM. If within twenty-one days of such deposit the Board fails to proceed to convene the SGM, the requisitionist(s), or any of them representing more than one half of the total voting rights of all of them, themselves may convene a SGM, but any SGM so convened shall not be held after the expiration of three months from twenty-one days of the deposit.

 

Procedures for putting forward proposals at general meeting

Shareholders representing not less than one-twentieth of the total voting rights of all shareholders having a right to vote at the AGM at the date of the requisition or who are no less than 100 shareholders can submit a written requisition to the Board or the Company Secretary to propose a resolution at the AGM. The written requisition must state the resolution, accompanied by a statement of not more than one thousand words with respect to the matter referred to in the proposed resolution or the business to be dealt with at the AGM and contain the signatures of all the requisitionist(s) (which may be contained in one document or in several documents in like form). Such requisition must be deposited at the Company’s Hong Kong headquarters at 43 /F, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong not less than six weeks before the AGM in the case of a requisition requiring notice of a resolution and not less than one week before the AGM in the case of any other requisition and be accompanied by a sum of money reasonably sufficient to meet the Company’s expenses in serving the notice of the resolution and circulating the statement given by the requisitionists to all shareholders in accordance with the requirements under the applicable laws and rules. Provided that if, after a copy of the requisition requiring notice of a resolution has been deposited at the Company’s Hong Kong headquarters, an AGM is called for a date six weeks or less after the copy has been deposited, the copy though not deposited within the time required shall be deemed to have been properly deposited for the purposes thereof.

 

Procedures for Shareholders to Propose a Person for Election as a Director

The following procedures are subject to the Company’s bye-laws, the Bermuda Companies Act 1981 and applicable laws and rules:

If a shareholder, who is duly qualified to attend and vote at the general meeting convened to deal with the appointment or election of Director(s), wishes to propose a person (other than a retiring Director and himself/herself) for election as a Director at such general meeting, the following documents must be lodged at the Company’s Hong Kong head office at 43/F, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong for the attention of the Company Secretary:

(i) a written notice signed by the shareholder concerned stating his/her intention to propose such person for election as a Director; and

(ii) a written notice signed by the nominated candidate indicating his/her willingness to be elected together with his/her biographical details as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) for publication.

The period for lodgement of the above documents shall be at least seven days before the date of such general meeting and shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.

Upon receiving a valid proposal from a shareholder after publication of the notice of general meeting, the Company shall publish an announcement or issue a supplementary circular containing particulars of the nominated candidate(s).

In case shareholder(s) wishes to require a special general meeting (“SGM”) be convened for election of the proposed person as a Director, shareholder(s) holding at the date of the deposit of the Requisition Documents (as defined below) not less than one-tenth of the paid-up capital of the Company carrying the right of voting at general meetings of the Company can at all times submit the following documents to the Board of Directors (the “Board”) or the Company Secretary to require the convening of a SGM:

(i) a written requisition signed by the shareholder(s) concerned specifying his/her/their intention to require a SGM be convened to propose a person for election as a Director; and

(ii) a written notice signed by the nominated candidate indicating his/her willingness to be elected together with his/her biographical details as required under Rule 13.51(2) of the Listing Rules for publication

(collectively the “Requisition Documents”).

The Requisition Documents must be lodged at the Company’s Hong Kong head office at 43/F, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong; and such meeting shall be held within two months after the deposit of such Requisition Documents. Upon receiving a valid request from shareholder(s), the Board shall within twenty-one days of such deposit of Requisition Documents proceed to convene a SGM. If the Board within twenty-one days of such deposit of the Requisition Documents fails to proceed to convene a SGM, the requisitionist(s), or any of them representing more than one half of the total voting rights of all of them, may themselves convene a SGM, but any SGM so convened shall not be held after the expiration of three months from twenty -one days of the deposit of the Requisition Documents.

 

Voting by poll

The Company’s shareholders are adequately informed of their rights and the procedures to demand voting by poll in general meetings at which their approvals are sought through disclosure in the Company’s circulars to shareholders.

At the 2012 AGM, the Chairman of the meeting demanded voting by poll on all resolutions put forth at the meeting. The procedures for demanding a poll by the shareholders were explained to the shareholders on commencement of the 2012 AGM. Tricor Secretaries Limited, the Company’s branch share registrar in Hong Kong, was appointed as the scrutineer for voting by poll at the 2012 AGM to ensure the votes were properly counted. While it was only since 1 January 2009 that Rule 13 .39 (4) has become effective which sets out that any vote of shareholders at a general meeting must be taken by poll, we have been voting by poll on all resolutions put forth to the shareholders since 2003.

 

Pro-active investor relations

To ensure our investors have a better understanding of the Company, our management engages in a pro-active investor relations programme. Our Group Chief Financial Officer and Investor Relations Department communicate with research analysts and institutional investors in an on-going manner. In addition, our Executive Director(s) meet with research analysts and the press after our results announcements, attend major investors’ conferences and participate in international non-deal roadshows to communicate the Company’s financial performance and global business strategy.

On 14 May 2013 , an Investor Relations Day was organised in the Company’s headquarters in Germany. A live webcast was available along with an archive of the webcast and the presentations on Esprit’s Investor Relations website so that the presentations are accessible to individuals all over the world in English.

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