VBT Holdings, Notice of Extraordinary General Meeting
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that the Extraordinary General Meeting of the Company will be held on October 7, 2008 at Shedden Road, Elizabethan Square, Phase Three, Ground Floor, George Town, Grand Cayman KY1-1106, Cayman Islands, at 4:00 pm for the purpose of considering and, if thought fit, passing the following resolutions:
1. that the 291,600,000 issued shares of nominal or par value of US$0.015 each in the capital of the Company be and are hereby consolidated and immediately subdivided into 194,400 shares of nominal or par value of US$22.50 each in the capital of the Company (such shares in aggregate, the "Consolidated Share Capital"); and
2. that the existing Memorandum and Articles of Association of the Company be and are hereby replaced in their entirety with a new Memorandum and Articles of Association a copy which is attached hereto, to include the following changes:
(a) a description in the Memorandum of Association of the Consolidated Share Capital;
(b) the deletion of Article 12 of the Articles of Association in its entirety, its replacement with the following Articles 12 to 15, and the renumbering of the remaining Articles:
12. Without prejudice to the foregoing, and subject always to the Companies Law, any and all fractional shares in issuance shall be repurchased by the Company at the Repurchase Amount on the Effective Date.
13. The Repurchase Amount shall be paid (in whole or in part) to the holder of the fractional share promptly following the Effective Date in such manner as the Directors may, in their discretion, determine.
14. On or following the Effective Date, the holder(s) of the fractional share(s) to be repurchased shall, save for the right to receive any dividend declared prior to the Effective Date, cease to be entitled to any rights in respect of such fractional shares. On the Effective Date, the name of the holder(s) of the fractions share(s) shall be removed from the Register of Members with respect to the fractional share(s) to be repurchased which shall form part of the unissued share capital of the Company.
15. Any holder of a fractional share(s) holding a share certificate in respect of a fractional share(s) shall surrender the share certificate(s) in respect of such fractional share(s) as soon as practicable after the Effective Date but in any event prior to any payment of a Repurchase Amount.
© the addition of the following definitions:
"Effective Date" means November 3 2008 or any date thereafter on which the Company becomes aware of the existence of any fractional share;
"Repurchase Amount" means, in respect of any fractional share, the volume-weighted average price per share, calculated in US$ for each official trading day on the Relevant Exchange in the 30 calendar days prior to the Effective Date or, if none, the closing asked price at the last official trading day on the Relevant Exchange preceding the Effective Date;
A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her place. A proxy need not be a shareholder of the Company. A form of proxy is attached.
To be valid, any proxy must be duly completed, signed and lodged, together with any power of attorney or other authority under which it is signed (if any) or a notarially certified copy thereof, with the Company at its registered office at PO Box 454, Elizabethan Square, Shedden Road, George Town, Grand Cayman KY1-1106, Cayman Islands or sent by telefax to +1 (345) 949 8017 no later than 48 hours before the meeting or adjourned meeting at which the proxy is to be used.
By Order of the Board.