CATHAY PACIFIC AIRWAYS LIMITED

Transcription

1 CATHAY PACIFIC AIRWAYS LIMITED MINUTES OF THE 2008 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY HELD AT PACIFIC PLACE CONFERENCE CENTRE, LEVEL 5, ONE PACIFIC PLACE, 88 QUEENSWAY, HONG KONG, ON WEDNESDAY, 7 TH MAY 2008 AT 2:30 P.M. Present & Attending: 62 shareholders attended the meeting in person or by proxy as per attached attendance record. C.D. Pratt (Chairman) H.L. Fan (Deputy Chairman) A.N. Tyler (Chief Executive) J.R. Slosar (Chief Operating Officer) R.M.J. Atkinson (Finance Director) A.K.W. Tang (Director Corporate Development) P. Chen M. Cubbon J.W.J. Hughes-Hallett P.T.C. Lee V.F. Moore R.C.F. Or J.C.K. So C.C. Tung R.B. Woods S. Pattle (Representing the Auditors) K. Cheung (Representing the Share Registrars) D. Fu (Secretary) Quorum and Notice: The Chairman noted that a quorum was present and that the Notice convening the Meeting had been served on shareholders for the prescribed period. With the approval of the shareholders attending the Meeting, the Notice convening the meeting, a copy of which is attached to and forms part of these minutes, was taken as read. Poll: The Chairman demanded that all the resolutions proposed at the Meeting be voted on by poll in accordance with Article 72(a) of the Company s Articles of Association and directed that the poll be conducted after all the resolutions had been proposed and

2 - 2 - considered. He advised that the poll results would be published on the websites of the Stock Exchange and the Company. Auditors Report: The Report of the Auditors was read by Sheila Pattle, representing the Auditors, KPMG. A shareholder raised a question on the terms of settlement with HM Revenue & Customs ( HRMC ) in relation to the potential tax liability of the Company s UK based pilots. R.M.J. Atkinson replied that the Company had agreed to pay withholding tax on pilot salaries going forward but the settlement of the outstanding tax liability had yet to be finalized. The Company would continue its negotiation with HRMC for reaching a final figure for the tax payable. A shareholder raised a question on the impact of the crossstrait three links on the Company. The Chairman replied that the Company was aware on the possible impact and would closely monitor the development of the cross-strait direct air services. Dividend: The Chairman noted that the Report of the Directors and the Accounts for the year ended 31 st December 2007, together with the Notice of Meeting containing the detailed resolutions to be considered at the Meeting, had been in the hands of the shareholders for the statutory period of time. The Chairman proposed that: 1. The recommended final dividend of HK$0.59 per share be and is hereby declared payable. For: 3,302,936,824 votes (100%) Against: 0 votes ( 0%)

3 - 3 - Election of Directors: The Chairman advised that Martin Cubbon and James Hughes-Hallett retired in accordance with Article 93 and, being eligible, offered themselves for re-election. The Chairman proposed that: 2.(a) Martin CUBBON be re-elected as a Director. For: 3,078,335,860 votes ( %) Against: 108,081,964 votes (3.3920%) The Chairman proposed that: 2.(b) James Wyndham John HUGHES-HALLETT be re-elected as a Director. For: 3,183,328,340 votes ( %) Against: 3,090,484 votes (0.0970%) The Chairman advised that John Slosar who had been appointed as a Director of the Company under Article 91 since the last Annual General Meeting also retired and, being eligible, offered himself for election. The Chairman proposed that: 2.(c) John Robert SLOSAR be elected as a Director.

4 - 4 - For: 3,078,387,110 votes ( %) Against: 108,030,714 votes (3.3903%) Appointment of Auditors: The Chairman advised that the accounts had been audited by KPMG who retired and, being eligible, offered themselves for reappointment. The Chairman proposed that: 3. KPMG be re-appointed Auditors to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration. For: 3,185,760,607 votes ( %) Against: 117,176,217 votes (3.5476%) General Mandate for share repurchase: The Chairman said that the first item of special business was to consider and, if thought fit, to pass an Ordinary Resolution granting a general mandate to the Directors to repurchase up to 10% of the issued shares of the Company on the Stock Exchange. The explanatory statement required by the Listing Rules to be sent to shareholders in this connection was set out in the Appendix to his letter to shareholders dated 31 st March He advised that since the last Annual General Meeting the Company had repurchased 9,390,000 shares, representing % of the shares in issue at the time of the last Annual General Meeting. He further advised that the Directors would consider the repurchase of shares if they felt it to be in the interest of the Company. The Chairman proposed the following Ordinary Resolution: 4. THAT:

5 - 5 - (a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to make on-market share repurchases (within the meaning of the Code on Share Repurchases) be approved; (b) the aggregate nominal amount of the Company s shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the aggregate nominal amount of the shares in issue at the date of passing this Resolution; and (c) for the purpose of this Resolution: Relevant Period means the period from the passing of this Resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and references to shares include securities which carry a right to subscribe for or purchase shares. For: 3,302,734,824 votes ( %) Against: 200,000 votes (0.0061%) General Mandate to issue and dispose of additional shares: The Chairman advised that the last item of special business was to consider and, if thought fit, to pass an Ordinary Resolution giving the Directors a new general mandate to issue additional shares in the Company up to a maximum of 20% of the existing issued share capital of the Company, provided that the aggregate nominal amount of shares allotted wholly for cash would not exceed 5% of the aggregate nominal amount of the shares then in

6 - 6 - exceed 5% of the aggregate nominal amount of the shares then in issue. He advised that since the last Annual General Meeting, the Company had issued 3,120,600 shares under the share option scheme which was adopted at the Company s Extraordinary General Meeting held on 10 th March The Chairman proposed the following Ordinary Resolution: 5. THAT: (a) (b) (c) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares and to make or grant offers, agreements and options which will or might require the exercise of such powers during or after the end of the Relevant Period be approved; the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares, shall not exceed the aggregate of 20 per cent of the aggregate nominal amount of the shares in issue at the date of passing this Resolution provided that the aggregate nominal amount of the shares so allotted (or so agreed conditionally or unconditionally to be allotted) pursuant to this Resolution wholly for cash shall not exceed 5 per cent of the aggregate nominal amount of the shares in issue at the date of passing this Resolution; and for the purpose of this Resolution: Relevant Period means the period from the passing of this Resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; and (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

7 - 7 - (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and Rights Issue means an offer of shares to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong). For: 3,072,158,330 votes ( %) Against: 230,777,494 votes (6.9870%) Conclusion and Poll results: As all the resolutions had been proposed and considered, the Chairman appointed Computershare Hong Kong Investor Services Limited, the Company s share registrars, to act as scrutineer for the polls and advised that the poll results would be notified to the Stock Exchange and published on the websites of the Stock Exchange and the Company. A copy of the poll results is attached to and forms part of these minutes. The Chairman concluded the meeting by thanking the shareholders for their attendance. There being no further business, the Meeting was closed at 3:00 p.m. Chairman DF/fl P:\WC - CPA\AGM\2008\ AGM

8 - 8 - CATHAY PACIFIC AIRWAYS LIMITED 2008 ANNUAL GENERAL MEETING ATTENDANCE RECORD Celia ARTHUR, CHEUNG Wai Shing & SIN Ellen Wai Kam, CHUNG Kee Man, Nobuyuki ISHIZAWA, James Watson KIRKPATRICK, LAI Alice Siu Chee, LAM Yat, Victor OGUNRO, YANG Yuet Fun and Steven O NEILL represented by Christopher Dale PRATT 11. Angel Paradise Limited represented by SIT Kwok Ching 12. CHAN Man Chiu 13. CHAN Sou Chun 14. CHEUNG Wing Ming 15. CHI Christina Wuh Chyn represented by CHI Pui Tak Fong 16. CHI Pui Tak Fong 17. CHOI Lin Chun 18. Easerich Investments Inc. represented by Christopher Dale PRATT 19. FUNG Hang Chen 20. FUNG Koon Wah 21. FUNG Wah Yim 22. FUNG Yee Ha 23. Hang Seng (Nominee) Limited represented by Christopher Dale PRATT 24. HKSCC Nominees Limited represented by CHAN King Keung, CHAN Shuk Ying Yvonne, Dougles GAGE, TONG Man Chi, PANG Ka Ming John, John Simpson WARHAM and WONG Pui Yee 25. HO King Yin 26. HON Cheung Tai 27. HSBC Nominees (Hong Kong) Limited represented by John PANG 28. HUI Ka Shing

9 HUNG Ivan Kwok Kee 30. KO Oi Chun 31. KONG Po Har 32. KONG Suk Ying 33. LAI Ying Chiu represented by CHUNG Yin Ling 34. LAI Ngun 35. LAM Yuen Kit 36. LAU Pui Kay represented by FUNG Hang Chen 37. LEE Choi Kwan 38. LEE Choi Ping 39. LEE King Chiu 40. LEUNG King Kam 41. LUK Cheuk Yue represented by LUK Kam Tim 42. LUNG Yeung 43. MAK Chuen Man 44. Member Two Limited represented by Malcolm Iain HUNTER 45. Motive Link Holdings Inc. represented by Christopher Dale PRATT 46. POON Yee Wing 47. SO Yin Fook 48. Swire Pacific Limited represented by Christopher Dale PRATT 49. TANG Shiu Por 50. TONG Shiu Tung 51. WONG Keung

10 WONG Siu Lan 53. WONG Tat Loong Anthony 54. WONG Tso Tung 55. WONG Yin Yu 56. WU Chung Sung 57. YEUNG Tze Fung represented by KONG Po Har 58. YEUNG Wood Sang 59. YIP Tho 60. YOUNG Sou Hong 61. YUE Hang Fong represented by Yuen Siu Kun 62. YUNG Yuk Ying