Mac Charles (India) Ltd.

Regd. ornc. : P. B. No. 174, 28, Sllnby Road,

Bengalcn • 5eO ⁰⁵² Tel : ^{2226 2233} / ^{2228 2828} Fax : Intl. (009HIO) ^{2226 7676} / ^{2226 2050} E-mail : ?bangakn.c:om

July 27, 2019

To The General Manager- Listing BSE Limited 24th Floor, P J Towers, Dalal Street, Fort Mumbai-400001

Submitted electronically through the BSE listing centre

Dear Sir,

Sub: Regulatlon 30 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015: Notice of 39th Annual General Meeting to be held on August 26, 2019

Ref: BSE Scrip code 507836

Pursuant to the provisions of Para A of Part A of Regulation 30 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, please find attached the Notice of the 39th Annual General Meeting which is to be held on August 26, 2019 ..

Request you to take the same on record.

Thanking you,

Yours faithfully, FOR M/s MAC CHARLES (INDIA) LIMITED

···-?·-·····················

M.S. Reddy Company Secretary and Compliance Officer

NOTICE OF THIRTY NINTH (39TH) ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty Ninth Annual General Meeting (AGM) of the members of M/s. Mac Charles (India) Limited (L55101KA1979PLC003620) ("Company") will be held at Le Meridien, No.28, Sankey Road, Bengaluru – 560052 at 11.30 AM IST on Monday, August 26, 2019 to transact following businesses:

ORDINARY BUSINESSES:

• 1. To consider and adopt (a) the audited financial statements of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2019 and the report of Auditors thereon and in this regard, pass the following resolutions as an Ordinary Resolution:
• a. "RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2019 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted."
• b. "RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2019 and the report of Auditors thereon laid before this meeting, be and are hereby considered and adopted."
• 1. To declare dividend on equity shares for the financial year ended March 31, 2019 and in this regard, pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT a dividend at the rate of 10/- (Rupees Ten Only) per equity share of 10/- (Rupees Ten Only) each fully paid-up of the Company be and is hereby declared for the financial year ended March 31, 2019 and the same be paid as recommended by the Board of Directors of the Company vide the meeting of the Board of Directors held on July 11, 2019, out of the profits of the Company for the financial year ended March 31, 2019."

1. To appoint Mr. Aditya Virwani (DIN 06480521), who retires by rotation and being eligible, offers himself for re-appointment as a Director and in this regard, pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, Mr. Aditya Virwani(DIN 06480521), who retires by rotation at this AGM and being eligible has offered himself for re-appointment, be and is hereby reappointed as a Director of the Company, who shall be liable to retire by rotation."

SPECIAL BUSINESSES:

1. To re-appoint Shri Appiah Palecanda Bopanna (DIN: 00215646) as an Independent Director and in this regard, to consider and if thought fit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shri Appiah Palecanda Bopanna (DIN: 00215646), who was appointed as an Independent Director at the Annual General Meeting held September 22, 2014 for a period of 5 years and who will hold office upto September 21, 2019 being eligible, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, and who meets the criteria for independence as provided in Section 149(6) of the Act and who has submitted a declaration to that effect be and is hereby re-appointed as an Independent Director of the Company and who shall not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years upto September 21, 2024 on the Board of Directors of the Company."

1. To approve and ratify the inter corporate deposit of Rs. 10 crores granted to Embassy Property Developments Private Limited ("EPDPL") which is a Holding Company and a related party, and in this regard, to consider and if thought fit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 179, 185 (2), 186 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee which the Board may constitute for this purpose) to approve, ratify and continue the Inter Corporate Deposit of Rs.10 crores (Rupees Ten crores only) given to Embassy Property Developments Private Limited ("ËPDPL"), the holding company of the Company, being an entity under the category of a person in whom any of the directors of the company is interested as specified in the explanation to Sub-section 2(b) of section 185 of the Companies Act, 2013 at an interest rate of 18% per annum, upto such period as may be agreed upon between the Board of Directors and EPDPL".

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary, to execute, modify, substitute, deliver and perform all such agreements, undertakings, contracts, deeds and other documents on behalf of the Company so as to implement this resolution.

RESOLVED FURTHER THAT the Board be and is here by authorized to delegate all or any of the powers herein conferred by this resolution to any Director(s) or any Committee of Directors or any other Officer(s)/ Authorized representative(s) of the Company to give effect to this Resolution and also to settle any question, difficulty or doubt that may arise in this regard without requiring to secure any further consent or approval of the Members of the Company so as to give effect to this Resolution".

By Order of the Board of Directors For MAC CHARLES (INDIA) LTD

M.S. Reddy

Company Secretary Membership No.: FCS 1264

Place: Bengaluru Date: July 11, 2019

Registered office & Website site and Email ID: No.28, Sankey Road, Bengaluru – 560052 www.maccharlesindia.com [email protected]

NOTES:

• a) The Register of Members and Share Transfer Book will remain closed from August 17, 2019 to August 26, 2019 (both days inclusive).
• b) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/ herself and a proxy need not be a member of the Company. Proxies, to be effective, must be received by the Company at its Registered Office not less than 48 hours before the commencement of the meeting.
• c) Members holdings shares in multiple folios in Physical category are requested to apply for consolidation to the Registrar and Transfer Agent (R&T Agent)/Company along with relevant Share Certificates.
• d) Members desirous of changing their shareholding from physical category to electronic category (dematerialization) may apply with their respective Depository Participants (DP's). The Company's shares are already admitted with CDSL and NSDL for dematerialization purpose and the ISIN allotted to your Company's equity shares is INE435D01014.
• e) The dividend, if any, in respect of Equity Shares held in electronic category will be paid on basis of beneficial ownership, details of which are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), for the said purpose.
• f) For effecting change of Address/Bank details/Electronic Clearing Services (ECS) Mandate, if any, Members are requested to notify the same to the following:
• (i) If shares are held in Physical category, to the Company/ R&T Agent of the Company, i.e., BgSE Financials Limited, RTA Division, Stock Exchange Tower, No.51, 1st Cross, J.C. Road, Bengaluru – 560 027.
• (ii) If shares are held in electronic, to their respective Depository Participant (DP). The Company/ R&T Agent will not entertain request for noting change of Address/ Bank details/ECS Mandate, if any.
• g) Voting through electronic means

In compliance with the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has provided a facility of remote e-voting (e-voting from a place other than venue of the Meeting) to its Members to enable them to exercise their right to vote on the business proposed to be transacted at the 39th Annual General Meeting ("the Meeting"). Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate remote e-voting. The facility for voting through ballot paper shall also be made available at the venue of the Meeting. The Members attending the Meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the Meeting

Procedure / Instructions for e-Voting are as under:

• (i) The voting period begins at 10 AM on Friday, the August 23, 2019 , and ends at 5 PM on Sunday, the August 25, 2019.. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of August 19,, 2019 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Shareholders who have already voted prior to the Meeting date may attend the Meeting but shall not be entitled to cast their vote again.
• (iii) The Shareholders should logon to the e-voting website www.evotingindia.com.
• (iv) Click on "Shareholders" tab
• (v) Now Enter your User ID
• (a) For CDSL:16 digits Beneficiary ID,
• (b) For NSDL: 8 Character DPID followed by 8 Digits Client ID,
• (c) Members holding shares in Physical Form should enter Folio Number registered with the Company.
• (vi) Next enter the Image Verification as displayed and Click on Login.
• (vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (viii) If you are a first time user follow the steps given below:

(ix) After entering the details appropriately, click on "SUBMIT" tab.

• (x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (xii) Click on the EVSN for the relevant on which you choose to vote.
• (xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xvii)You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xviii) If a demat account holder has forgotten the login password, then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xix) Note for Non Individual Shareholders and Custodians
• • Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
• • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk [email protected].
• • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
• • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF form at in the system for the scrutinizer to verify the same.

• (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia. com, under help Section or write an email to helpdesk. [email protected].

• h) The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently. (Note: e-Voting shall not be allowed beyond the time fixed.).

• i) In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads Section of www. evotingindia.com.
• j) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
• k) Any person who is not a Member as on the cut-off date should treat this Notice for information purpose only. Also, any person who acquires shares and becomes the Member of the Company after the dispatch of Annual Report and Notice of the Meeting and holding shares on the cut-off date i.e. August 19, 2019, may obtain login ID and password by sending a request at helpdesk. [email protected].
• l) Mr. Umesh P. Maskeri (Membership No. 4831 CP No 12704), Practicing Company Secretary ("PCS") has been appointed as Scrutinizers to scrutinize the voting process (including remote e-voting) in a fair and transparent manner. The said PCS has communicated his willingness to be so appointed.
• m) The Scrutinizers shall, after the conclusion of voting at the Meeting, first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the Meeting, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman of the Company or any person authorized by him in writing, who shall countersign the same and declare the results of the voting forthwith.
• n) The results declared along with the report of the Scrutinizers shall be placed on the website of the Company i.e. www. centrum.co.in and on the website of the CDSL immediately after the declaration of the results by the Chairman of the Company or a person authorized by him in writing and also be displayed at the Registered and Corporate Office of the Company. The results shall also be immediately forwarded to BSE Limited, where the shares of the company are listed. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

By Order of the Board of Directors For MAC CHARLES (INDIA) LTD

M. S. Reddy

Company Secretary Membership No.: FCS 1264

Place: Bengaluru Date: July 11, 2019

Registered office & Website site and Email ID: No.28, Sankey Road, Bengaluru – 560052 www.maccharlesindia.com [email protected]

EXPLANATORY STATEMENT

The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 ("Act") and the Rules framed thereunder, sets out all materials facts relating to the businesses mentioned under Item No. (4) and (5) of the accompanying Notice dated July 11, 2019:

Item No. 4

Shri Appiah Palecanda Bopanna (DIN: 00215646) was appointed as an Independent Director on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. The members of the Company have appointed Mr Appiah as an Independent Director for a term of 5 years at the Annual General Meeting held on September 22, 2014. He holds office as Independent Director of the Company up to September 21, 2019 in line with the explanation to Sections 149(10) and 149(11) of the Act.

The Nomination and Remuneration Committee of the Board of Directors, on the basis of the report of performance evaluation of Independent Directors, has recommended re- appointment of Shri Appiah Palecanda Bopanna (DIN: 00215646) as Independent Director for a second term of 5 (five) consecutive years with effect from September 22, 2019 upto September 21, 2024 on the Board of Directors of the Company.

The Board, based on the performance evaluation of Independent Directors and as per the recommendation of the Nomination and Remuneration Committee, considers that, given his background and experience and contribution made by him during his tenure, the continued association of Shri Appiah Palecanda Bopanna (DIN: 00215646) would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director. Accordingly, it is proposed to re-appoint Shri Appiah Palecanda Bopanna (DIN: 00215646) as Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

Section 149 of the Act and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") inter alia prescribe that an independent director of a company shall meet the criteria of independence as provided in Section 149(6) of the Act.

Section 149(10) of the Act provides that an independent director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the company and disclosure of such appointment in its Board's report. Section 149(11) provides that an independent director may hold office for up to two consecutive terms.

Shri Appiah Palecanda Bopanna (DIN: 00215646) is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director.

The Company has received notice in writing from a member under Section 160 of the Act proposing the candidature of Shri Appiah Palecanda Bopanna (DIN: 00215646) for the office of Independent Director of the Company.

The Company has also received declaration from Shri Appiah Palecanda Bopanna (DIN: 00215646) that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations.

In the opinion of the Board, Shri Appiah Palecanda Bopanna (DIN: 00215646) fulfils the conditions for appointment as Independent Director as specified in the Act and the Listing Regulations. Shri Appiah Palecanda Bopanna (DIN: 00215646) is independent of the management.

Details of Director whose re-appointment as Independent Director is proposed at Item No. 4, has been provided in the "Annexure" to the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

Copy of draft letter of appointment of Shri Appiah Palecanda Bopanna (DIN: 00215646) setting out the terms and conditions of appointment is available for inspection by the members at the registered office of the Company.

Shri Appiah Palecanda Bopanna (DIN: 00215646) is interested in the resolution set out respectively at Item No. 4 of the Notice with regard to his re-appointment.

The relatives of Shri Appiah Palecanda Bopanna (DIN: 00215646) may be deemed to be interested in the respective resolution No.4 of the Notice to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

This statement may also be regarded as an appropriate disclosure under the Listing Regulations.

The Board commends the Special Resolutions set out at Item No. 4 of the Notice for approval by the members.

ITEM NO 5

At the request of Embassy Property Developments Private Limited ("EPDPL"), the Company has given Inter Corporate Deposit ("ICD") of Rs.10 crores which was approved by the Audit Committee and the Board of Directors at the meetings held on May 29, 2019. This ICD carries a rate of interest of 18% per annum. This transaction of Inter Corporate Deposit is a related party transaction since it amounted to a loan given to a company in which a director of the Company is interested, pursuant to the provisions of Section 185 (2) of the Companies Act, 2013. It is ascertained that the proceeds of the loan availed by the said borrower has been utilised for their principal business activities. The amount of loan in the form of inter corporate deposit is within the overall powers to give loans/ investments granted by the shareholders of the company pursuant to Section 186 of Companies Act, 2013 to the extent of Rs 1000 crore( Rupees thousand crores only). Further the transaction value exceeds 10 % of the consolidated turnover of Mac Charles (India) Limited and hence this amounts to a material related party transaction within the meaning of Regulation 23(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This transaction requires the approval from the shareholders of the company.

The consent of the Members is being sought by way of Special Resolution for ratification, approval and continuation of the said ICD upon such terms and conditions regarding tenure as may be agreed upon between the Company and EPDPL from time to time.

Although the aforesaid transaction is not attracted by the provisions of Section 188 of the Companies Act, 2013 and Rule 15 of the Companies (Meeting of the Board and its Powers) Rules, 2014, the following additional information is furnished on a voluntary basis.

The additional information required to be disclosed pursuant to Rule 15 of the Companies (Meeting of Board and its powers) Rules, 2014, is given herein below:

• 1) Name of the related party: Embassy Property Developments Private Limited
• 2) Name of the Director and Key Managerial Personnel who is related, if any:

3) Nature of relationship:

Embassy Property Developments Private Limited, is the holding company of Mac Charles (India) Limited and hence a related party as defined under sub- clause (B) of para (viii) of sub-section 76 of Section 2 of Companies Act, 2013.

4) Nature, material terms, monetary value and particulars of the Contract or arrangements:

Inter corporate deposit of Rs 10 crore carries a rate of interest of 18 % p.a. The tenure may be decided between the Company and EPDPL from time to time.

5) Any other information relevant or important for the members to take a decision on the proposed resolution;

The ICD carries a rate of interest of 18 % per annum. The tenure may be decided as may be agreed between the Company and EPDPL from time to time.

All important information, which has been furnished above, forms part of the Statement setting out Material Facts pursuant to Section 102 (1) of the Companies Act, 2013, which have been mentioned herein.

In case any of related parties choose to exercise their vote, they can only vote against the resolution, with effect from April 1, 2019 irrespective of the fact as to whether the entity is a related party to the particular transaction or not and further the promoters holding more than 20 % of the shareholding of the company are considered by default as related parties.

The Board recommends the Special Resolution set out at Item No. 5 for the approval of the Members.

Except Mr Aditya Virwani, none of the Directors and Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

Annexure

Details of Directors seeking appointment and re-appointment as Directors at this Annual General Meeting pursuant to the provisions of Regulation 36(3) (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard-2 on General Meetings.

MAC CHARLES (INDIA) LIMITED

By Order of the Board of Directors For MAC CHARLES (INDIA) LTD

M. S. Reddy Company Secretary Membership No.: FCS 1264

Place: Bengaluru Date: July 11, 2019

Registered office & Website site and Email ID: No.28, Sankey Road, Bengaluru – 560052 www.maccharlesindia.com [email protected]

MAC CHARLES (INDIA) LIMITED

Corporate Identification No. (CIN): L55101KA1979PLC003620 Registered Office: No.28, Sankey Road, Bengaluru - 560 052

ATTENDANCE SLIP

I/We hereby record my/our presence at the 39th Annual General Meeting of the Company held on Monday, the August 26, 2019 at 11.30 a.m. at Hotel Le Meridien, No. 28, Sankey Road, Bengaluru-560052.

Name of the member/proxy Signature of the member/proxy

__________________________ --------------------------------------

Notes:

1. Please refer to the instructions printed under the Notes to the Notice of the 39th Annual General Meeting.

2. Shareholders/Proxy holders are requested to bring the attendance Slip with them when they come to the meeting.

3. No attendance slip will be issued at the time of meeting.

4. Shareholders who come to attend the meeting are requested to bring their copies of the Annual Report with them, as spare copies will not be available at the meeting.

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Note: Please read the instructions given in the Notice of the 39th Annual General Meeting of the company, carefully before voting electronically.

MAC CHARLES (INDIA) LIMITED

Corporate Identification No. (CIN): L55101KA1979PLC003620 Registered Office: No.28, Sankey Road, Bengaluru - 560 052

FORM OF PROXY - MGT-11

[Pursuant to Section 105 (6) of the Companies Act, 2013 and Rule 19 (3) of the Companies (Management and Administration) Rules, 2014]

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 39th Annual General Meeting of the Company, to be held at 11-30 AM on Monday, the August 26, 2019 at Le Meridien at 28, Sankey Road, Bengaluru-560052 and at any adjournment thereof, in respect of such resolutions set out in the Notice convening the meeting as are indicated below:

Note:

• 1. This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Meeting.
• 1. For detailed resolutions and explanatory statement, please refer to the notice of 39th Annual General Meeting of the Company.
• 1. **It is optional to put an 'X' in the appropriate column against the resolutions indicated in the box. If you leave the 'For' or 'Against' column blank against any or all resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
• 1. Please complete all details including details of member(s) in above box before submission.