Each shareholder of Globaltrans Investment PLC (the “Company”) who is present in person or by proxy shall have one vote at a general meeting (“General Meeting”). A corporate shareholder may, by resolution of its directors or other governing body, authorize a person to act as its representative at a General Meeting and that person may exercise the same powers as the corporate shareholder could exercise if it were an individual shareholder.
Holders of GDRs (“Holders”) will have voting rights with respect to their shares deposited with the depositary, the Bank of New York Mellon (the “Depositary”). The Company will promptly notify and provide sufficient copies of the notice of a General Meeting, agenda, voting instructions and proxies to the Depositary to vote for or against each and any resolution specified in the agenda for the General Meeting.
The Depositary shall send the notice of meeting, agenda, voting instructions to any person who is a Holder on the record date established by the Depositary for that purpose (which shall be the same as the corresponding record date set by the Company or as near as practicable thereto) as soon as practicable after receipt of the same by the Depositary.
In order for each voting instruction to be valid, the voting instructions form must be completed and duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message) in accordance with the written request containing voting instructions and returned to the Depositary by such record date as the Depositary may specify.
The Depositary will exercise or cause to be exercised the voting rights in respect of the Holders’ shares deposited with the Depositary (the “Deposited Shares”) so that a portion of the Deposited Shares will be voted for and a portion of the Deposited Shares will be voted against any resolution specified in the agenda for the relevant General Meeting in accordance with the voting instructions it has received.
The Depositary will only endeavour to vote or cause to be voted the votes attaching to the Deposited Shares in respect of which voting instructions have been received. In the event that the Holder does not provide any voting instructions, or the instructions are incomplete or illegible, the Holder will be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Shares, and to vote such Deposited Shares.
The Company may refuse to accept such proxy only when it has already advised the Depositary that the Company will not accept incomplete or such deemed proxy or in the event that such proxy would materially and adversely affect the rights of the Holders
The Bank of New York Mellon
Phone for domestic callers: +1-888-BNY-ADRS (1-888-269-2377)
Phone for International callers: +1-201-680-6825