Globe Capital Limited - Notice of AGM

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 31^st 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. RECOMMENDATIONS

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.

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