MTR Corporation - Notice of AGM

Mon Apr 28, 2008 2:00am EDT

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RNS Number:1981T
MTR Corporation Ltd
28 April 2008

                            MTR CORPORATION LIMITED
               (Incorporated in Hong Kong with limited liability)
                                (Stock Code: 66)



                        NOTICE OF ANNUAL GENERAL MEETING



NOTICE IS HEREBY GIVEN that the Annual General Meeting of MTR Corporation Limited (the "Company") will be held at 
Rotunda 3 (6/F), Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Hong Kong on
Thursday, 29th May, 2008 at 11:30 a.m. for the purpose of transacting the following business:

ORDINARY BUSINESS

(1)    To receive and consider the audited Statement of Accounts and the Reports of the Directors and the Auditors of
       the Company for the year ended 31st December, 2007.

(2)    To declare a final dividend for the year ended 31st December, 2007.

(3)    To elect/re-elect retiring members of the Board of Directors.

(4)    To re-appoint KPMG as Auditors of the Company and authorise the Board of Directors to determine their
       remunerations.

SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without modification the following ordinary resolutions:

(5)  "THAT:

     (A)     subject to paragraph (B) below, the exercise by the Board of Directors during the Relevant Period of all
             the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares and
             to make, issue or grant offers, agreements, options, warrants and other securities which will or might
             require Shares to be allotted, issued, granted, distributed or otherwise dealt with during or after the
             end of the Relevant Period, be and is hereby generally and unconditionally APPROVED;

     (B)     the aggregate nominal amount of share capital allotted, issued, granted, distributed or otherwise dealt
             with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise
             dealt with (whether pursuant to an option, conversion or otherwise) by the Board of Directors pursuant to
             the approval in paragraph (A) above, otherwise than pursuant to:

             (i)   a Rights Issue; or

             (ii)  any option scheme or similar arrangement for the time being adopted for the grant or issue to the
                   members of the Executive Directorate and/or officers and/or employees of the Company and/or any of
                   its subsidiaries of Shares or rights to acquire Shares, including without limitation pursuant to the
                   Rules of the Company's Pre-Global Offering Share Option Scheme, the Rules of the Company's New
                   Joiners Share Option Scheme and also the Rules of the Company's 2007 Share Option Scheme; or

             (iii) the exercise of rights of subscription or conversion under the terms of any warrant issued by the
                   Company or any securities which are convertible into Shares; or

             (iv)  any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole
                   or part of a dividend on Shares pursuant to the Articles of Association of the Company from time to
                   time,

             shall not exceed the aggregate of:

             (a)   ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the
                   date of passing this Resolution 5; and

             (b)   (if the Board of Directors is so authorised by a separate resolution of the shareholders of the
                   Company) the aggregate nominal amount of share capital of the Company purchased by the Company
                   subsequent to the passing of this Resolution 5 (up to a maximum equivalent to ten per cent. of the
                   aggregate nominal amount of the share capital of the Company in issue as at the date of passing this
                   Resolution 5),

             and the said approval shall be limited accordingly; and

     (C)     for the purpose of this Resolution 5:

             (i)   "Relevant Period" means the period from (and including) the date of passing this Resolution 5 until
                   the earlier of:

                   (a)   the conclusion of the next Annual General Meeting of the Company;

                   (b)   the expiration of the period within which the next Annual General Meeting of the Company is
                         required by the Articles of Association of the Company or by law to be held; and

                   (c)   the revocation or variation of the authority given under this Resolution 5 by an ordinary
                         resolution of the shareholders of the Company in general meeting;

             (ii)  "Rights Issue" means an offer of Shares open for a period fixed by the Board of Directors to holders
                   of Shares on the register of members (and, if appropriate, to the holders of warrants and other
                   securities which carry a right to subscribe or purchase shares in the Company on the relevant
                   register) on a fixed record date in proportion to their then holdings of such Shares (and, if
                   appropriate, such warrants and other securities) (subject to such exclusions or other arrangements
                   as the Board of Directors may deem necessary or expedient in relation to fractional entitlements or
                   having regard to any legal or practical restrictions or obligations under the laws of, or the
                   requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or
                   territory applicable to the Company); and

             (iii) "Shares" means shares of all classes in the capital of the Company and warrants and other securities
                   which carry a right to subscribe or purchase shares in the Company."

(6)  "THAT:

     (A)     subject to paragraph (B) below, the exercise by the Board of Directors during the Relevant Period of all
             the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock
             Exchange") or any other stock exchange on which the Shares may be listed and which is recognised for this
             purpose by the Securities and Futures Commission and the Stock Exchange, in accordance with all applicable
             laws, including the Hong Kong Code on Share Repurchases and the Rules Governing the Listing of Securities
             on The Stock Exchange of Hong Kong Limited (as amended from time to time), be and is hereby generally and
             unconditionally APPROVED;

     (B)     the aggregate nominal amount of Shares which may be purchased or agreed conditionally or unconditionally
             to be purchased pursuant to the approval in paragraph (A) above shall not exceed ten per cent. of the
             aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this
             Resolution 6, and the said approval shall be limited accordingly; and

     (C)     for the purpose of this Resolution 6:

             (i)   "Relevant Period" means the period from (and including) the passing of this Resolution 6 until the
                   earlier of:

                   (a)   the conclusion of the next Annual General Meeting of the Company;

                   (b)   the expiration of the period within which the next Annual General Meeting of the Company is
                         required by the Articles of Association of the Company or by law to be held; and

                   (c)   the revocation or variation of the authority given under this Resolution 6 by an ordinary
                         resolution of the shareholders of the Company in general meeting; and

             (ii)  "Shares" means shares of all classes in the capital of the Company and warrants and other securities
                   which carry a right to subscribe or purchase shares in the Company."

(7)  "THAT, conditional on the passing of Resolutions 5 and 6, the exercise by the Board of Directors of the powers
     referred to in paragraph (A) of Resolution 5 in respect of the share capital of the Company referred to in
     sub-paragraph (b) of paragraph (B) of Resolution 5, be and is hereby APPROVED AND AUTHORISED."

                                                                              By Order of the Board
                                                                               Leonard Bryan Turk
                                                                                   Secretary

Hong Kong, 28th April, 2008

Members of the Board: Dr. Raymond Ch'ien Kuo-fung (Chairman)**, Chow Chung-kong (Chief Executive Officer), Professor 
Cheung Yau-kai*, David Gordon Eldon*, Christine Fang Meng-sang*, Edward Ho Sing-tin*, Lo Chung-hing*, Ng Leung-sing*,
Abraham Shek Lai-him*, T. Brian Stevenson*, Professor Chan Ka-keung, Ceajer (Secretary for Financial Services and the 
Treasury)**, Secretary for Transport and Housing (Eva Cheng)** and Commissioner for Transport (Alan Wong Chi-kong)**

Members of the Executive Directorate: Chow Chung-kong, Russell John Black, William Chan Fu-keung, Thomas Ho Hang-kwong, 
Lincoln Leong Kwok-kuen, Francois Lung Ka-kui, Andrew McCusker and Leonard Bryan Turk

* independent non-executive Directors

** non-executive Directors



Registered Office: MTR Headquarters Building, Telford Plaza, Kowloon Bay, Kowloon, Hong Kong.

Notes:

(1)    A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or
       two proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

(2)    To be valid, a form of proxy must be delivered to the Company's registrar, Computershare Hong Kong Investor
       Services Limited, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than
       48 hours before the meeting or adjourned meeting (or 24 hours before a poll is taken, if the poll is not taken
       on the same day as the meeting or adjourned meeting). If a proxy form is signed under a power of attorney, the
       power of attorney or other authority relied on to sign it (or a copy which has been certified by a notary or an
       office copy) must be delivered to the Company's registrar with the proxy form, except that a power of attorney
       which has already been registered with the Company need not be so delivered. Proxy forms sent electronically or
       by any other data transmission process will not be accepted. Completion and return of a form of proxy will not
       preclude a member from attending in person and voting at the meeting or any adjournment thereof should he so
       wish.

(3)    The register of members of the Company was closed from Tuesday, 8th April, 2008 to Tuesday, 15th April, 2008
       (both days inclusive), during which period no transfer of shares in the Company was effected. In order to
       qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, had to
       be lodged with the Company's registrar, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th
       Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Monday, 7th April, 2008.

(4)    The Board of Directors has recommended a final dividend for the year ended 31st December, 2007 (the "Final
       Dividend") of HK$0.31 per share and, if such dividend is declared by the shareholders by passing Resolution 2, it
       is expected to be paid on or about 18th June, 2008, to those shareholders whose names appeared on the Company's
       register of members on 15th April, 2008. In addition, a circular is being sent on or about 28th April, 2008 to
       shareholders whose names appeared on the register of members on 15th April, 2008 setting out the terms of the
       scrip dividend scheme in respect of the Final Dividend pursuant to which the Board of Directors proposes to
       offer shareholders whose names appeared on the register of members on 15th April, 2008 (except shareholders with
       registered addresses in the United States of America or any of its territories or possessions), subject to the
       Final Dividend being declared by the shareholders by passing Resolution 2, the right to choose to receive new
       shares in the Company instead of cash in respect of some or all of their Final Dividend.

(5)    In relation to Resolution 3, five Directors will retire from office at the meeting and four of them will offer
       themselves for election/re-election. Professor Chan Ka-keung, Ceajer, Ng Leung-sing and Abraham Shek Lai-him,
       who were appointed after the annual general meeting on 7th June, 2007, will retire from office at the meeting
       pursuant to Article 85 of the Company's Articles of Association, and will offer themselves for election.
       Edward Ho Sing-tin and Lo Chung-hing will retire from office by rotation at the meeting pursuant to Articles 87
       and 88 of the Company's Articles of Association. Edward Ho Sing-tin will offer himself for re-election. Lo
       Chung-hing will not offer himself for re-election.

(6)    In relation to Resolution 6, an explanatory statement (as required by the Rules Governing the Listing of
       Securities on The Stock Exchange of Hong Kong Limited, the "Listing Rules") is set out in the Appendix to the
       document containing this notice.

(7)    By Resolutions 5 and 7, approval is being sought from shareholders, as a general mandate in compliance with
       section 57B of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) and the Listing Rules, so that in the
       event it becomes desirable for the Company to issue any new shares, the Board of Directors is given the
       flexibility and discretion to allot and issue new shares up to ten per cent. of the issued share capital of the
       Company, together with such number of shares as may be repurchased by the Company pursuant to the general
       mandate under Resolution 6, as more particularly described in Resolutions 5, 6 and 7. The members of the Board
       of Directors wish to state, however, that they have no immediate plans to issue any new shares of the Company,
       other than pursuant to: (i) the scrip dividend alternative which is proposed to be offered; (ii) the Rules of
       the Company's 2007 Share Option Scheme; (iii) the Rules of the Company's New Joiners Share Option Scheme; or (iv)
       the Rules of the Company's Pre-Global Offering Share Option Scheme.


This announcement is made in English and Chinese. In the case of any inconsistency, the English version shall prevail.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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