Globe Capital Limited Notice of AGM

 
TIDMGCAP 
 
GCAP 
 
7 February 2018 
 
                             Globe Capital Limited 
                                 (The Company) 
 
Notice of AGM 
 
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 
 
If you are in any doubt as to what action you should take, you are recommended 
to seek your own financial advice from your stockbroker or other independent 
adviser authorised under the Financial Services and Markets Act 2000. 
 
If you have recently sold or transferred all of your shares in Globe Capital 
Limited, please forward this document, together with the accompanying 
documents, as soon as possible either to the purchaser or transferee or to the 
person who arranged the sale or transfer so they can pass these documents to 
the person who now holds the shares. 
 
GLOBE CAPITAL LIMITED 
 
 
Directors: 
David Barnett (Chairman) 
Darren Edmonston 
 
 
To the Shareholders of Globe Capital Limited 
 
 
 
Dear Shareholder 
 
ANNUAL GENERAL MEETING - 10.00 a.m. on 5 March 2018 
 
I am pleased to enclose the notice of the Company's Annual General Meeting, to 
be held at 10.00 a.m. on 5 March 2018. 
 
The ordinary business of the Annual General Meeting will be to receive and 
adopt the accounts of the Company to 31st December 2015 & 2016, approve voting 
of no dividend to re-appoint the auditors, and to re-elect directors. 
 
You will find set out at the end of this document a notice convening the AGM to 
be held at 
 
c/o Bushwood Accountants, The Barn, Tednambury Farm, Tednmabury, 
Sawbridgeworth, Herts CM23 4BD. 
 
1. ACTION TO BE TAKEN 
 
A Form of Proxy is enclosed, for use at the AGM. Whether or not you intend to 
be present at the AGM, you are asked to complete, sign and return the Form of 
Proxy to the Company's registrars, c/o Bushwood Accountants, The Barn, 
Tednambury Farm, Tednambury, Sawbridgeworth, Herts CM23 4BD, as soon as 
possible but in any event, so as to arrive no later than 6.00 p.m. on 2 March 
2018. The completion and return of a Form of Proxy will not preclude you from 
attending the AGM and voting in person should you wish to do so. Accordingly, 
whether or not you intend to attend the AGM in person, you are urged to 
complete and return the Form of Proxy as soon as possible. 
 
2. RECOMMATIONS 
 
The Directors consider that the resolutions to be proposed at the AGM are in 
the best interests of the Company and Shareholders as a whole. Accordingly, the 
Directors unanimously recommend Shareholders to vote in favour of the 
resolutions to be proposed at the AGM. 
 
Finally, the directors would like to take this opportunity to announce that the 
company will be looking to open an office in Dubai alongside its address in 
Hong Kong and to support its future plans 
 
 
Yours faithfully 
 
David Barnett 
Chairman 
 
 
 
                            Annual General Meeting 
 
__________________________________________________________________________________________ 
 
                    On Monday 5 March 2018 at 10.00am (GMT) 
 
 
This document is important and requires your immediate attention. If you are in 
any doubt as to what action you should take, you should consult your 
stockbroker, bank manager, solicitor, accountant or other professional advisor 
immediately. If you have sold or otherwise transferred all of your shares, 
please pass this document, together with the accompanying documents, to the 
purchaser or transferee, or to the person who arranged the sale or transfer so 
they can pass these documents to the person who now holds the shares. The 
Notice of Annual General Meeting and a Proxy Form are being sent to all 
shareholders. The Annual Report 2015 and Annual Report 2016 are being sent to 
all shareholders. 
 
 
 
                       NOTICE OF ANNUAL GENERAL MEETING 
 
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Globe Capital Limited 
will be held at c/o Bushwood Accountants, Tednambury Farm, Tednambury, 
Sawbridgeworth, Herts CM23 4BD on 5 March 2018 (Monday) at 10:00a.m. (GMT) for, 
inter alia, the following purposes:- 
 
ORDINARY BUSINESS 
 
To consider, and if thought fit, pass the following resolutions which will be 
proposed as ordinary resolutions and require that more than half of the votes 
cast must be in favour of each resolution for it to be passed. 
 
1.  To approve the directors' remuneration for 2015; 
 
2.  To receive and adopt the Annual Report for the year ended 31 
    December 2015; 
 
3.  To declare no final dividend on the ordinary shares for 2015; 
 
4.  To approve the directors' remuneration for 2016; 
 
5.  To receive and adopt the Annual Report for the year ended 31 
    December 2016; 
 
6.  To declare no final dividend on the ordinary shares for 2016; 
 
7   To elect Darren Edmonston as a director according to Article 
    143.3; 
 
8.  To re-appoint PKF Hong Kong as the Company's auditors and 
    authorise the board of directors of the Company to fix auditors' 
    remuneration; and 
 
9.  THAT, the directors of the Company ("Directors") be generally and 
    unconditionally authorised to allot shares in the Company and to 
    grant rights to subscribe for or to convert any security into 
    shares in the Company ("Rights") up to 125,000,000 Ordinary shares 
    provided that this authority shall, unless renewed, varied or 
    revoked by the Company, expire on the conclusion of the Annual 
    General Meeting of the Company to be held in 2019 or, if earlier, 
    15 months after the date on which this resolution has been passed, 
    provided that the Company may, before such expiry, make an offer 
    or agreement which would or might require shares to be allotted or 
    Rights to be granted and the Directors may allot shares or grant 
    Rights in pursuance of such offer or agreement notwithstanding 
    that the authority conferred by this resolution has expired. This 
    authority is in substitution for all previous authorities 
    conferred on the Directors in accordance with Article 23. 
 
SPECIAL BUSINESS 
 
To consider, and if thought fit, pass the following resolutions which will be 
proposed as special resolutions and require that more than three-quarters of 
the votes cast must be in favour of each resolution for it to be passed. 
 
10.  THAT, subject to the passing of resolution 9 the Directors be 
     generally empowered to allot equity securities for cash pursuant 
     to the authority conferred by resolution 9 above, as if any 
     pre-emption provisions in the Company's articles of association or 
     other rights did not apply to any such allotment, provided that 
     the power conferred by this resolution shall be limited to: 
 
10.1 any allotment of equity securities where such securities have been 
     offered whether by way of rights issue, open offer, or otherwise 
     to holders of equity securities in proportion as nearly as may be 
     practicable to their then holdings of such securities but subject 
     to the directors having the right to make such exclusions or other 
     arrangements in connection with such offer as they deem necessary 
     or expedient to deal with fractional entitlements or legal or 
     practical problems arising in, or pursuant to, the laws of any 
     territory or the requirements of any regulatory body or stock 
     exchange in any territory or otherwise howsoever, 
 
10.2 the allotment (otherwise then pursuant to sub-paragraph (1) above) 
     of equity securities up to 125,000,000 Ordinary Shares such 
     authority and power shall, unless renewed, varied or revoked by 
     the Company, expire on the conclusion of the Annual General 
     Meeting of the Company to be held in 2019 or, if earlier, 15 
     months after the date on which this resolution has been passed, 
     provided that the Company may, before such expiry, make any offer 
     or agreement or other arrangement which would or might require 
     equity securities to be allotted after such expiry and the 
     Directors may allot equity securities in pursuance of such offer 
     or agreement or other arrangement as if the power hereby conferred 
     had not expired. 
 
                                                          By Order of the Board 
                                                                Christopher Neo 
                                                              Company Secretary 
 
                                                        London, 5 February 2018 
 
 
 
                  Notes for Notice of Annual General Meeting 
 
1.  To be entitled to attend and vote at the AGM (and for the purpose of the 
determination by the Company of the votes they may cast), shareholders must be 
registered in the register of members of the Company at 6.00pm (GMT) on Friday 
2 March 2018 (or, in the event of any adjournment of the AGM, at least 
forty-eight (48) hours before the time of the adjourned meeting). Changes to 
the register of members after the relevant deadline shall be disregarded in 
determining the rights of any person to attend and vote at the meeting. 
 
2.  Shareholders are entitled to appoint a proxy to exercise all or any of 
their rights to attend, to speak and to vote on their behalf at the meeting. A 
shareholder may appoint more than one proxy in relation to the AGM provided 
that each proxy is appointed to exercise the rights attached to a different 
share or shares held by that shareholder. A proxy need not be a shareholder of 
the Company. A Proxy Form which may be used to makes such appointment and gives 
proxy instructions accompanies this document. 
 
3. To vote by post, please complete the Proxy Form in accordance with the 
instructions printed thereon. The Proxy Form or other instrument appointing a 
proxy must be received by post or (during normal business hours only) by hand 
at c/o Bushwood Accountants, Tednambury Farm, Tednambury, Sawbridgeworth, Herts 
CM23 4BD. 
 
4. To be valid, a Proxy Form or other instrument appointing a proxy that has 
been sent by post or hand delivered must be received no later than 6.00pm (GMT) 
on Friday 2 March 2018. A shareholder must inform the Company in witting of any 

termination of the authority of a proxy. 
 
5.  The return of a completed proxy form, or other such instrument, will not 
prevent a shareholder attending the AGM and voting in person if he/she wishes 
to do so. 
 
6.  Any corporation which is a member can appoint one or more corporate 
representatives who may exercise on its behalf all of its powers as a member 
provided that they do not do so in relation to the same shares. 
 
7. Any member attending the AGM has the right to ask questions. The Company 
must cause to be answered any such question relating to the business being 
dealt with at the AGM but no such answer need be given if (a) to do so would 
interfere unduly with the preparation for the AGM or involve the disclosure of 
confidential information, (b) the answer has already been given on the 
Company's website in the form of an answer to a question, or (c) it is not 
desirable in the interests of the Company or the good order of the AGM that the 
question be answered. 
 
8.  All resolutions to be proposed at the AGM will be put to vote on a poll. 
This will result in a more accurate reflection of the views of shareholders by 
ensuing that every vote is recognized, including the votes of those 
shareholders who are unable to attend the meeting but who have appointed a 
proxy for the meeting. On a poll, each shareholder has one vote for every share 
held. 
 
As at the date of this notice, the Board of the Company comprises David Barnett 
and Darren Edmonston. 
 
GLOBE CAPITAL LIMITED 
 
Proxy Form for use at the Annual General Meeting (or any adjournment thereof) 
 
I/We (Note 1) ........................................................................................................................................................ of ..................... 
........................................................................................................................................................being holder(s) of ........................ 
.............. (Note 2) shares of 0.01 pence each in the capital of GLOBE CAPITAL 
LIMITED (the "Company") HEREBY APPOINT (Note 3) .......................................................................... of...... 
........................................................................................................................................................................or failing him ........................ 
............................................................................................................................... of ................................................................................................ 
............................................................................or failing him, THE CHAIRMAN OF THE MEETING as my/our 
proxy(ies) to attend and vote for me/us on my/our behalf at the Annual General 
Meeting 2018 of the Company to be held on Monday 5 March 2018 at 10:00am (GMT) 
at c/o Bushwood Accountants, Tednambury Farm, Tednambury, Sawbridgeworth, Herts 
CM23 4BD (or any adjournment thereof) and to vote at such meeting or any 
adjournment thereof in respect of the resolutions as hereunder indicated or, if 
no such indication is given, as my/our proxy(ies) thinks fit. 
 
ORDINARY RESOLUTIONS     For (Note 4)       Against (Note 4) 
 
1.         To approve the directors' remuneration for 2015 
 
2.         To receive and adopt the Annual Report for the year ended 31 
December 2015 
 
3.         To declare no final dividend on the ordinary shares for 
2015 
 
4.         To approve the directors' remuneration for 2016 
 
5.         To receive and adopt the Annual Report for the year ended 31 
December 2016 
 
6.         To declare no final dividend on the ordinary shares for 
2016 
 
7.         To elect Darren Edmonston as a director according to Article 
143.3 
 
8.         To re-appoint PKF Hong Kong as the Company's auditors and authorise 
the board of directors of the Company to fix auditors' 
remuneration 
 
9.         To authorise the directors to allot shares 
 
SPECIAL RESOLUTIONS         For (Note 4)       Against (Note 4) 
 
10.        To authorise the directors to disapply pre-emption rights and allot 
equity securities for cash 
 
Dated this................................... day of 
.................................. 2018. Signature(s) (Note 5) 
......................... 
 
Notes: 
 
1. Please insert the full name(s) and address(es) (as shown in the register of 
the members) in BLOCK CAPITALS. 
 
2. Please insert the number of all the shares in the Company registered in your 
name(s) and delete if inappropriate. 
 
3. Please insert the name and address of the proxy desired. IF NO NAME IS 
INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A proxy need not 
be a shareholder of the Company. ANY ALTERNATION MADE TO THIS FORM OF PROXY 
MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. 
 
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED 
"FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED 
"AGAINST". Failure to tick or state the exact number of shares in any box will 
entitle your proxy to cast your vote at his discretion. Your proxy will also be 
entitled to vote at his discretion on any resolution properly put to the 
meeting other than that referred to in the notice convening the meeting. 
 
5. This form of proxy must be signed by you or your attorney duly authorised in 
writing or, in the case of a corporation, must either be executed under its 
common seal or under the hand of an officer or attorney or other person duly 
authorised. 
 
6. In the case of joint registered holders, the vote of the senior who renders 
a vote, whether in person or by proxy, shall be accepted to the exclusion of 
the vote(s) of other joint holder(s) and for this purpose seniority shall be 
determined by the order in which the names stand in the register of members of 
the Company in respect of joint holding. 
 
7. To be valid, a proxy form, 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 lodged with the Company at Unit A, 18/F, Epoch Industrial 
Building, No.8 Cheung Ho Street, Tsing Yi, New Territories, Hong Kong not less 
than 48 hours before the time appointed for holding the meeting or any 
adjournment thereof; and an instrument of proxy which is not deposited or 
delivered in a manner so permitted shall be invalid. 
 
8. Completion and delivery of the form of proxy will not preclude you from 
attending and voting at the meeting if you so wish. 
 
 
 
END 
 

(END) Dow Jones Newswires

February 07, 2018 05:10 ET (10:10 GMT)